Conditions Precedent to Each Funding Date. In addition to the conditions in Section 3.1(a), Lessor shall have no obligation to purchase any Component or acquire any Item of Equipment and lease it back to Lessee on a Funding Date (including on the Closing Date if applicable) unless on such Funding Date the following conditions are fulfilled:
(i) There shall exist no Lease Default or Lease Event of Default and all representations and warranties of Lessee and Guarantor contained herein and in the other Operative Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such Funding Date except to the extent made as of an earlier date.
(ii) Such Item of Equipment conforms to the requirements set forth in Schedule 1 hereto.
(iii) Such Component or Item of Equipment is free of all Liens other than Permitted Liens and Lessor Liens.
(iv) The Acquisition Cost of such Component or such Item of Equipment when added to the total Acquisition Cost of all Items of Equipment theretofore financed hereunder and all Equipment to be financed on the same Funding Date, is less than or equal to the Maximum Acquisition Cost.
(v) Lessor and the Administrative Agent shall have received at least three (3) Business Days prior to the date the Funding Notice for such funding is due, a Certificate of Equipment with respect to such Component or Item, duly executed by the Lessee.
(vi) All licenses, registrations, permits, consents and approvals required by Applicable Laws or by any Governmental Entity (A) in connection with Lessor's rights and interests in such Item of Equipment to the extent such licenses, registrations, permits, consents or approvals are required because of the nature of the Equipment and (B) in connection with the delivery, acquisition, assembly, use and operation of such Item of Equipment shall have been obtained to the satisfaction of Lessor.
(vii) Lessee shall have paid all of the reasonable costs and expenses incurred by Trust Company, Lessor, Deutsche Bank as Lender and Certificate Holder, the Administrative Agent and the Collateral Agent (including attorneys' fees), and required to be paid by Lessee under the Operative Documents (including those in relation to the negotiation, preparation and execution of the Operative Documents to be executed and delivered on or before such Funding Date) and all fees and amounts due on or before such Funding Date, including those set forth in the Administrative Agent Fee Lett...
Conditions Precedent to Each Funding Date. The obligation of the New Lender to fund each installment of the New Term Loan is subject to the satisfaction of the following conditions precedent prior to the Termination Date:
a. Each of the conditions in Section 4.02 of the Credit Agreement shall be satisfied as of each Funding Date.
b. No Default or Event of Default shall exist on each Funding Date before or after giving effect to the New Term Loan Commitment and to the making of each installment of the New Term Loan pursuant thereto and after giving effect to any Permitted Business Acquisition consummated in connection therewith.
c. The Secured Leverage Ratio, as of each Funding Date and as of the last day of the most recently ended fiscal quarter of Holdings and its Consolidated Subsidiaries, calculated on a Pro-Forma Basis after giving effect to the New Term Loan Commitment (and assuming that the New Term Loan Commitment has been fully drawn), shall not be greater than 4.00:1.00.
d. Each of the other conditions specified in Section 2.15 of the Credit Agreement has been satisfied as of each Funding Date.
e. Each of the Administrative Agent and the New Lender shall have received:
i. a duly executed copy of this Agreement and a duly executed Notice of Borrowing with respect to each Funding Date;
(A) a duly executed certificate of the Secretary or Assistant Secretary of HGI dated the applicable Funding Date substantially in the form of Exhibit L to the Credit Agreement attaching the documents referred to therein (or, with respect to the organizational documents of HGI, certifying that since the Closing Date there have been no amendments to the organizational documents of HGI except as set forth in such certificate), (B) a duly executed certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (A) above and (C) a certificate as of a recent date as to the good standing of HGI from the Secretary of State of its jurisdiction of organization;
iii. a duly executed certificate, dated the applicable Funding Date and signed by a Responsible Officer of the Borrower, making the certifications set forth in Section 8(b) on and as of the applicable Funding Date; and
iv. a written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel to the Credit Parties, addressed to the Administrative Agent, the Collateral Agent and the New Lender, dated the applicable Funding Date, in the form of Exhibit A atta...
Conditions Precedent to Each Funding Date. The obligation of the Lenders to make an Advance available to the Borrower under this Agreement on each Funding Date shall be expressly and separately subject to the Lenders’ confirmation of the satisfaction, or waiver by all Lenders, of the following further conditions precedent:
Conditions Precedent to Each Funding Date. Prior to the initial and each other Funding Date, and as conditions precedent to Lenders' obligation to make the requested Advance, the following shall have been received and approved by agent, at its sole discretion:
(a) Evidence satisfactory to Agent that except for the Loan, Borrower is not and will not become obligated for more than $10,000,000 in the aggregate for Applicable Indebtedness.
(b) Evidence satisfactory to Agent that there are no Liens of other Persons in any of Borrower's real or personal property, except the Lien of Agent and Lenders under the Security Agreement on Borrower's Accounts Receivable, and subject to the limitation of Subparagraph 2.4(a) above, Liens securing (i) purchase money Indebtedness incurred in the purchase of real and personal property in the ordinary course of Borrower's business so long as each is secured only by the property purchased, and (ii) obligations constituting Indebtedness under GAAP arising under capitalized leases entered into in the ordinary course of Borrower's business.
(c) Evidence satisfactory to Agent that all of Borrower's representations and warranties herein remain true and correct in all material respects.
(d) Evidence satisfactory to Agent that there has been no material adverse change in Borrower's financial condition.
(e) Evidence satisfactory to Agent that no Event of Default has occurred, and no event or condition has occurred or exists which with notice or the lapse of time or both would constitute an Event of Default.
Conditions Precedent to Each Funding Date. Subject to Sections 2.2 and 2.3, the obligation of each Bank to make an Advance on any Funding Date is subject to the receipt or satisfaction (or waiver in accordance with Section 11.2), as applicable, of the following conditions:
(a) The Effective Date shall have occurred.
(b) As of the Closing Date, if the Target Acquisition is effected by way of a Scheme, the Administrative Agent shall have received:
(i) a Certificate of a Senior Officer of the Borrower certifying:
(A) the date on which the Scheme Circular was posted to the shareholders of the Target;
(B) the date on which the Scheme Press Announcement was issued; and
(C) the date on which the High Court has sanctioned the Scheme;
(ii) a copy of the Scheme Circular, certified by a Senior Officer of the Borrower as a correct and complete copy; and
(iii) a copy of the Scheme Press Announcement, certified by a Senior Officer of the Borrower as a correct and complete copy.
(c) As of the Closing Date, if the Target Acquisition is effected by way of a Takeover Offer, the Administrative Agent shall have received:
(i) a Certificate of a Senior Officer of the Borrower certifying:
(A) the date on which the Takeover Offer Document was posted to the holders of the Target Shares;
(B) the date on which the Offer Press Announcement was issued; and
(C) the date on which the Takeover Offer became or was declared to be wholly unconditional;
(ii) a copy of the Takeover Offer Document, certified by a Senior Officer of the Borrower as a correct and complete copy; and
(iii) a copy of the Offer Press Announcement, certified by a Senior Officer of the Borrower as a correct and complete copy.
(d) On each Funding Date (A) (x) no Certain Funds Default is continuing and (y) the Certain Funds Representations are true and correct (or, if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects) as of such date and (B) the Administrative Agent shall have received a certificate of the Borrower signed by a Senior Officer certifying as to the satisfaction of the condition set forth in the foregoing clause (A).
(e) Where (i)(A) the Target Acquisition is effected by way of a Scheme, the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Initial Funding Date shall be consummated in all material respects in accordance with the terms and conditions of both the Transaction Agreement and the Scheme Documents (it being understood that substantially...
Conditions Precedent to Each Funding Date. Subject to Sections 2.2 and 2.3, the obligation of each Bank to make an Advance on any Funding Date is subject to the receipt or satisfaction (or waiver in accordance with Section 11.2), as applicable, of the following conditions: The Effective Date shall have occurred.
Conditions Precedent to Each Funding Date. The obligation of Lender to make a Loan on each Funding Date is subject to the satisfaction (or waiver by Lender) of the following conditions:
i. The representations and warranties in this Agreement shall be true, accurate, and complete in all material respects (without giving effect to any materiality qualifier therein) as of the date hereof; provided that those representations and warranties expressly referring to a specific date shall be true, accurate, and complete in all material respects (without giving effect to any materiality qualifier therein) as of such date.
ii. No Event of Default, or, other than a breach of Section 6(f) this Agreement which does not yet constitute an Event of Default, any event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default, shall have occurred and be continuing, nor shall result from the making of the proposed Loan.
iii. Lender shall have received a Borrowing Request in compliance with Section 1(b) for such Funding Date.
iv. The aggregate principal amount of the requested Loan shall not exceed (y) the lesser of the Monthly Limit (as defined below) for such month and (z) $1,800,000 less the aggregate principal amount of Loans previously advanced pursuant to Section 1(a)(i).
v. Solely with respect to the initial Loan, Borrower shall have paid the actual and documented legal fees and expenses of Lender in connection with the negotiation and documentation of this Agreement and incurred on or prior to the date of this Agreement, in an amount not to exceed $35,000 in the aggregate. Borrower’s payment shall be made from the proceeds of such Loan.
vi. Solely with respect to the second Loan, Borrower shall have paid the actual and documented legal fees and expenses of Lender in connection with the negotiation and documentation of this Agreement and incurred on or prior to the date of this Agreement, in an amount not to exceed $35,000 in the aggregate. Borrower’s payment shall be made from the proceeds of such Loan.
Conditions Precedent to Each Funding Date. The obligation of each New Incremental Term Lender to make its New Incremental Term Loans hereunder on a Funding Date shall be subject to the satisfaction, on or after the Effective Date, of the following conditions precedent:
(a) The Administrative Agent shall have received a Borrowing Request with respect to the New Incremental Term Loans to be made on such Funding Date in accordance with Section 2.03 of the Credit Agreement.
(b) Each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, and the Administrative Agent shall have received a certificate to that effect dated as of such Funding Date and executed by a Responsible Officer of the U.S. Borrower.
(c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to such Funding Date, including any Ticking Fees (as defined below in Section 10) and, to the extent invoiced one Business Day prior to such Funding Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document.
Conditions Precedent to Each Funding Date. The obligation of each New Incremental Term Lender to make its New Incremental Term Loans hereunder on a Funding Date shall be subject to the satisfaction, on or after the Effective Date, of the following conditions precedent:
(a) The Administrative Agent shall have received a Borrowing Request with respect to the New Incremental Term Loans to be made on such Funding Date in accordance with Section 2.03 of the Credit Agreement.
(b) Each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, and the Administrative Agent shall have received a certificate to that effect dated as of such Funding Date and executed by a Responsible Officer of the U.S. Borrower.
(c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to such Funding Date, including any Unused Fees (as defined in Section 10) and, to the extent invoiced one Business Day prior to such Funding Date, reimbursement or payment of all out-of-pocket expenses required to reimbursed or paid by the Borrowers hereunder or under any other Loan Document.
(d) The Acquisition to be financed with the proceeds of the New Incremental Term Loans to be made on such Funding Date shall have been, or substantially simultaneously with the borrowing of such New Incremental Term Loans shall be, consummated substantially on the terms described in the applicable Purchase Agreement.
Conditions Precedent to Each Funding Date. The obligation of the Lenders to make Loans on a Funding Date (other than the initial Funding Date, in respect of which the applicable conditions are set forth in Section 4.01 as specified in the first paragraph thereof) are subject to the satisfaction of the conditions precedent set forth below (unless waived in accordance with Section 9.02):
