Conditions Precedent to Extensions of Credit. 3.1 The following conditions must be satisfied before any extension of credit governed by this agreement must be made by the Bank:
Conditions Precedent to Extensions of Credit. The obligation of Banks to extend credit to Borrower under this Agreement is subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Section 8 below with respect to Advances and/or Letters of Credit, that Borrower shall have delivered, or caused to be delivered, to Banks in form and substance satisfactory to Banks:
Conditions Precedent to Extensions of Credit. 3.1 Conditions Precedent to Initial Extension of Credit under each of the Credit Facilities. Before the first extension of credit governed by this agreement and any initial advance under any of the Credit Facilities, whether by disbursement of a loan, issuance of a letter of credit, or otherwise, the Borrower shall deliver to the Bank, in form and substance satisfactory to the Bank:
Conditions Precedent to Extensions of Credit. 4.01 [Reserved].
4.02 Conditions to all Extensions of Credit. In addition to any applicable conditions precedent set forth in Section 2, the obligation of each Lender to honor any Request for Extension of Credit (other than a Conversion or Continuation) is subject to the following conditions precedent:
(a) The representations and warranties contained in Section 5 (other than Sections 5.04(b) and 5.05) of this Agreement shall be correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date, except to the extent any such representation and warranty specifically relates to any earlier date, in which case such representation and warranty shall have been correct on and as of such earlier date.
(b) No Default or Event of Default exists, or would result from such Extension of Credit or the use thereof.
(c) Administrative Agent shall have timely received a Request for Extension of Credit by Requisite Notice by the Requisite Time therefor.
(d) Such Extension of Credit shall be permitted by applicable Laws. Each Request for Extension of Credit by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of such Extension of Credit.
Conditions Precedent to Extensions of Credit after the Amendment No. 1
Conditions Precedent to Extensions of Credit. The obligation of each Lender to make an Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent:
Conditions Precedent to Extensions of Credit. In addition to any other requirement set forth in this Agreement, Lender shall not be required to make and fund any Loan (including, without limitation, the initial Loans) unless and until the following conditions shall have been satisfied by Borrower, in the sole opinion of Lender and its counsel:
Conditions Precedent to Extensions of Credit. The obligation of the Bank to provide or extend any Credit hereunder shall be subject to the further condition precedent that, at the time of each Loan, Borrower shall be in compliance with all of the provisions, warranties and conditions contained in this Agreement (or, if not in compliance with the representations and warranties hereunder, such non-compliance is disclosed to the Bank before Borrower requests a Loan and the Bank waives the non-compliance), and there shall exist no Default or Event of Default as set forth in Section 8. Each borrowing hereunder shall be deemed to be a representation and warranty by Borrower on the date of such borrowing that the representations
Conditions Precedent to Extensions of Credit. 6.1 Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions precedent:
(i) Receipt by the Administrative Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower, as applicable.
(ii) Receipt by the Administrative Agent of a copy of Amendment No. 3 to the Existing Credit Agreement and the Amendment No. 3 to the NUI Corporation Credit Agreement, in each case fully executed by the parties thereto, and each of Amendment No. 3 to the Existing Credit Agreement (other than Section 2 thereof) and Amendment No. 3 to the NUI Corporation Credit Agreement (other than Section 2 thereof) shall have become effective in accordance with the terms thereof.
(iii) Receipt by the Administrative Agent of copies of the Collateral Documents, in each case fully executed by the parties thereto, together with all documentation necessary and appropriate to convey (and confirm) a valid and, upon the filing of UCC-1 financing statements in the public offices set forth on Schedule 5(b) to the Security Agreement (to the extent such security interest may be perfected by the filing of such financing statements), perfected first-priority security interest in the Collateral (free and clear of all Encumbrances), to the extent and as more specifically enumerated in the Collateral Documents;
(iv) Receipt by the Administrative Agent of a certified copy (certified by the appropriate governmental official) of the Borrower's Certificate of Incorporation which certification is dated not more than 30 days prior to the Closing Date.
(v) Receipt by the Administrative Agent of a certificate, duly certified as of the date of the Closing by the secretary or assistant secretary of the Borrower as to (A) the By-Laws of the Borrower in effect as of the Closing, (B) the resolutions of the Borrower's Board of Directors authorizing the borrowings hereunder and the execution and delivery of this Agreement and all documents supplemental hereto, and (C) the names of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents and all supplemental documentation, and which contains a true signature of each such officer.
(vi) Receipt by the Administrative Agent of a good standing certificate for the Borrower from the Secretary of State of the State of New Jersey dated not more than 30 days prior to the Closing Date.
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Conditions Precedent to Extensions of Credit. ON OR AFTER ANY TRIGGER DATE. At any time on or after any Trigger Date, the obligation of (i) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase, and (ii) the LC Issuing Bank to issue any Letter of Credit (including the initial Letter of Credit) or increase the stated amount of any Letter of Credit or to extend the termination date thereof shall be subject to the further conditions precedent that on or prior to the applicable Trigger Date, the Agent shall have received the following, each dated as of or prior to such Trigger Date, in form and substance satisfactory to the LC Issuing Bank and Agent and with one copy for the LC Issuing Bank and each Lender:
(i) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying that attached thereto are true and correct copies of all Governmental Approvals required to be obtained in order for the term of this Agreement to extend past such Trigger Date, and that such Governmental Approvals have been issued and are in full force and effect; and
(ii) An opinion of counsel for the Borrower to the effect that no Governmental Approval is or will be required in connection with the performance by the Borrower, or the consummation by the Borrower of the transactions contemplated by, this Agreement between such Trigger Date and the next succeeding Trigger Date (if there is any succeeding Trigger Date), other than the Governmental Approvals described in clause (i) above, which have been duly issued and are final and in full force and effect. It is understood that any certificate of the Secretary or Assistant Secretary of the Borrower and opinion letter delivered pursuant to clause (i) and (ii) may, based upon their terms, suffice to satisfy this Section 3.05 with respect to more than one Trigger Date.
