CONDITIONS PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks to make each Advance after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance:
(a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;
(b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder.
(c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter;
(d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request;
(e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and
(f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the busin...
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any Advance to or for the account of Borrower under this Agreement is subject to the following conditions precedent, with all documents, instruments, opinions, reports, and other items required under this Agreement to be in form and substance satisfactory to Lender:
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Loan Advance and each subsequent Loan Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):
(a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard;
(b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance;
(c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document;
(d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request;
(e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in full.
CONDITIONS PRECEDENT TO EACH ADVANCE. The following conditions, in addition to any other requirements set forth in this Agreement, shall have been met or performed by the Advance Date with respect to any Advance Request and each Advance Request (whether or not a written Advance Request is required) shall be deemed to be a representation that all such conditions have been satisfied:
CONDITIONS PRECEDENT TO EACH ADVANCE. No Advance will be required to be made or renewed by any Lender under this Agreement unless, on and as of the date of such Advance, the following statements shall be true to the satisfaction of such Lender:
(A) The representations and warranties contained in this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct on and, except for those representations which are of a date certain, as of the date of such Advance as though made on and as of such date;
(B) No event has occurred and is continuing or after giving effect to such Advance or the application of the proceeds thereof would result in or would constitute a Default;
(C) No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect;
(D) Both before and after giving effect to the making of such Advance, no Shortfall Amount exists. Except as a Customer has otherwise disclosed to Applicable Lender in writing prior to each request, each request for an Advance hereunder and the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by the Customer that, as of and on the date of such Advance, the statements set forth in (A) through (D) above are true statements. No such disclosures by a Customer to Applicable Lender shall in any manner be deemed to satisfy the conditions precedent to each Advance that are set forth in this Section 5.2.
CONDITIONS PRECEDENT TO EACH ADVANCE. The following conditions shall be fulfilled to the satisfaction of RUS or waived in writing by RUS prior to the drawdown of each Advance under a Guaranteed Bond:
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing:
(a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):
(i) The representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
(ii) No event has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default.
(b) The Administrative Agent shall have received copies or other evidence of such other approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender through the Administrative Agent.
CONDITIONS PRECEDENT TO EACH ADVANCE. Each Lender shall only be obliged to contribute to an Advance if the following further conditions are met:
(a) as part of the Drawdown Notice for an Advance the Agent has received a confirmation of the relevant Borrower stating that on:
(i) both the date thereof and the Drawdown Date, the Repeated Representations and Warranties are correct in all material respects;
(ii) both the date thereof and the Drawdown Date, no Event of Default (and (in case of an Advance other than a Rollover Advance) no event which with the giving of notice or lapse of time or the making of any determination under the Finance Documents or any combination of any of the foregoing would constitute such an Event of Default) has occurred and is continuing unwaived or unremedied or would result from the making of such Advance;
(iii) both the date thereof and the Drawdown Date, such Borrower is not and following the Advance will not be in breach of its borrowing limits; and
(iv) the next Covenant Test Date, to the best of such Borrower’s knowledge and belief, such Borrower shall be in compliance with the financial covenants set out in Clause 18.5 (Financial Covenants) and, for the avoidance of doubt, such Borrower shall be permitted to include any proceeds drawn under the Facility in its calculation.
(b) other than in respect of a Rollover Advance, the relevant Borrower has furnished evidence satisfactory to the Agent that it has Minimum Liquidity (excluding any principal amounts outstanding under the Facility) in an aggregate amount of Euro 300,000,000.
(c) in case an Additional Guarantor has acceded hereto according to Clause 19.6 (Additional Guarantors), the Agent has received evidence satisfactory that the further conditions precedent as set forth in Schedule 4 (Further Conditions Precedent) have been complied with.
