Conditions Precedent to Borrowings. 5.1 Conditions Precedent to the Initial Borrowing of TBC 37 5.2 Conditions Precedent to Each Committed Borrowing of TBC 38 5.3 Conditions Precedent to Each Bid Borrowing of TBC 38 5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower 39 5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary Borrower 39 5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower 40
Conditions Precedent to Borrowings. 25 4.01 Conditions of Initial Borrowing....................................................... 25 4.02 Conditions to the Assumption.......................................................... 26 4.03 Conditions to all Borrowings.......................................................... 27 4.04
Conditions Precedent to Borrowings. The agreement of each Lender to make Extensions of Credit requested to be made by it is subject solely to the satisfaction, in each case on or before the Certain Funds Termination Date, of the applicable conditions precedent set forth in this Section 4.02:
(a) The Effective Date shall have occurred.
(b) With respect to the initial Extension of Credit hereunder, Administrative Agent shall have received a Target Acquisition Certificate.
(c) Administrative Agent shall have received evidence that all fees required to be paid on or prior to the date of such Extension of Credit pursuant to the Fee Letter have been or shall be paid on or prior to such date (or other arrangements satisfactory to Administrative Agent and the Arrangers shall have been made with respect to the payment of such fees).
(d) No Major Event of Default shall have occurred and be continuing or would result from the proposed Extension of Credit to be made on such date.
(e) It shall not be illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender from funding its portion of such Loans; provided, that such Lender has used commercially reasonable efforts to fund its such Loans through an Affiliate of such Lender not subject to such legal restriction; provided, further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligations hereunder.
Conditions Precedent to Borrowings. The obligation of the Intercompany Lender to make any Loan hereunder on the Closing Date (but not thereafter) is subject to the satisfaction on or before the date of any such borrowing of the following conditions precedent:
Conditions Precedent to Borrowings. 5.1 Conditions Precedent to the Initial Borrowing 35 5.2 Conditions Precedent to Each Borrowing 36
Conditions Precedent to Borrowings. The effectiveness of the Commitment of Lxxxxx, and the funding of the Loan on the Closing Date, are subject to the satisfaction (or wavier by Lxxxxx) of the following conditions precedent:
(a) Lxxxxx’s receipt of (i) executed counterparts of this Agreement, (ii) such certificates of resolutions or other actions, incumbency certificates and/or other certificates of the Borrower as Lender may reasonably require, (iii) certified bylaws and certificate of incorporation for the Borrower, (iv) certificate of good standing of the Borrower in its jurisdiction of organization and (v) the results of searches for any effective UCC financing statements or tax Liens filed against the Borrower or its property, which results shall not show any such Liens (other than Liens approved by Lender);
(b) Lxxxxx’s receipt of (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Lender may deem necessary or desirable in order to perfect the Liens created hereunder, covering the Collateral and (ii) intellectual property security agreements in form appropriate for filing with the United States Patent and Trademark Office, covering the Borrower’s Registered Intellectual Property consisting of patents and trademarks;
(c) All expenses required to be paid hereunder and invoiced on or before the Closing Date shall have been paid in full in cash;
(d) The representations and warranties of the Borrower contained in Article IV or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified by a “material” standard, a “Material Adverse Effect” standard or similar other standard shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(e) No Default shall exist or would result from such proposed borrowing or from the application of the proceeds therefrom;
(f) On or before the Closing Date, the Borrower shall have repaid all outstanding Indebtedness under that certain Loan and Security Agreement, dated as of June 15, 2023, by and among the Borrower, the lenders party thereto and Avenue Capital Management II, L.P., as administrative agent and collateral agent (the...
Conditions Precedent to Borrowings. The obligation of each Lender to fund any Loan on the occasion of any Borrowing (including the initial Borrowing) shall be subject to the satisfaction of each of the conditions precedent set forth in this Section 5.2.
Conditions Precedent to Borrowings. 41 4.01 Conditions to the Closing Date and Initial Advance ................................................... 41 4.02 Conditions to all Borrowings ....................................................................................... 43 ARTICLE V.
Conditions Precedent to Borrowings. Section 5.01 [Reserved].
Conditions Precedent to Borrowings. The effectiveness of this Agreement and the obligation of each Lender to make available any Borrowing requested to be made available by it pursuant to this Agreement are subject to and conditional upon the satisfaction of the following conditions as of the Closing Date: (1)
