Conditions Precedent to Funding Date. The obligations of each Lender to make its Loans hereunder is subject to the satisfaction or waiver of the following conditions in accordance with the terms of this Agreement (subject to Section 5.15) (the date on which such conditions are first so satisfied, the “Funding Date”):
Conditions Precedent to Funding Date. The obligation of the Lenders to make the Loans on the Funding Date is subject only to the occurrence of the Effective Date and to the satisfaction (or waiver in accordance with Section 10.12) of each of the following conditions on or before the Commitment Termination Date:
(a) The USCR Acquisition shall have been, or substantially concurrently with the borrowing of the Loans shall be, consummated in all material respects in accordance with the USCR Acquisition Agreement, without any waiver, amendment, modification or supplement thereof by the Borrower or any of its Affiliates or any consent or election thereunder with respect to any term or condition thereunder by the Borrower or any of its Affiliates that, in any such case, is material and adverse to the interests of the Lenders or the Administrative Agent (in either case, in their capacities as such) without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), it being understood and agreed that (a) any reduction of the USCR Acquisition Consideration, when taken together with all prior reductions, of less than 12.5% in the aggregate will be deemed not to be (and any such reduction of 12.5% or more will be deemed to be) material and adverse to the interests of the Lenders or the Administrative Agent; provided, in the case of any such reduction of less than 12.5%, that the aggregate principal amount of the Commitments shall have been reduced on a dollar-for-dollar basis by the amount of any such reduction in the USCR Acquisition Consideration, and (b) any increase to the USCR Acquisition Consideration, when taken together with all prior increases, of less than 12.5% in the aggregate will be deemed not to be (and any such increase of 12.5% or more will be deemed to be, unless such increase is funded with the issuance of Equity Interests other than Disqualified Equity Interests and/or cash on hand of the Borrower) material and adverse to the interests of the Lenders and the Administrative Agent;
(b) Each of the USCR Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty shall be true and correct in all respects) after giving effect to the making of the Loans on the Funding Date;
(c) No Company Material Adverse Effect (as ...
Conditions Precedent to Funding Date. The obligation of any Lender to make any Loan is subject to the fulfillment, in a manner reasonably satisfactory to Lenders, of each of the conditions precedent set forth in Section 4.01 and 4.03 and the following conditions precedent (the date on which the such conditions are satisfied and the Initial Term Loans are made, the “Funding Date”):
(a) Agent shall have received on or before the Funding Date the following, each in form and substance reasonably satisfactory to Lenders, unless indicated otherwise, dated the Funding Date and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with the original stock certificates representing all of the Equity Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) the Limited Recourse Securities Pledge Agreement;
(iii) evidence reasonably satisfactory to Lenders of the filing of desirable financing statements on Form UCC 1 in such office or offices as may be necessary to perfect the security interests purported to be created by each Security Agreement;
(iv) evidence reasonably satisfactory to Lenders of the filing of appropriate financing statements under the PPSA in British Columbia as may be necessary to perfect the security interests purported to be created by the Limited Recourse Securities Pledge Agreement;
(v) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens, as applicable, filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens);
(vi) the Intercompany Subordinated Note;
(vii) the Collateral Assignments;
(viii) a certificate of an Authorized Officer of each Loan Party, certifying
(A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party (and in the case of any Loan Party organized under the United States, certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party) which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an...
Conditions Precedent to Funding Date. Each Initial Purchaser’s obligation to purchase and pay for the Initial Notes to be sold to such Initial Purchaser at the NPA Funding Date is subject to the fulfillment to such Initial Purchaser’s satisfaction, prior to or at the NPA Funding Date, of each of the conditions precedent set forth in Section 5.2 of the Common Terms Agreement and of the following conditions (or waiver thereof by each Initial Purchaser):
Conditions Precedent to Funding Date. The occurrence of the funding of the Loans("Funding Date") is subject to the satisfaction of the following conditions:
Conditions Precedent to Funding Date. The obligation of the Initial Lender to make the extension of the Initial Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) Receipt by the Administrative Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, if applicable, each dated the Closing Date or the Funding Date, as applicable (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:
(i) executed counterparts of the following Loan Documents, sufficient in number for distribution to each Lender, the Administrative Agent and the Borrower: (A) this Agreement, (B) the Security Agreement, (C) the Collateral Account Control Agreement, (D) the Guarantee Agreement and (E) the Issuer Acknowledgement;
(ii) if requested by the Initial Lender, a Note executed by the Borrower;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Borrower Sole Member and the Guarantor is duly organized or formed under the Laws of the jurisdiction of its organization and is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each other jurisdiction where it is conducting business;
(v) copies of the Borrower Financial Statements;
(vi) the legal opinion of Xxxxx Xxxxx L.L.P., counsel to the Borrower and the Guarantor, addressed to the Lenders and the Agents, as to such matters as the Lenders and the Agents may reasonably request;
(vii) a certificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantor, as applicable, and the validity against the Borrower and the Guarantor, as applicable, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approva...
Conditions Precedent to Funding Date. On the Funding Date:
(a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03.
(b) The representations and warranties set forth in each Loan Document shall be true and correct in all material respects on and as of the Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date.
(c) At the time of and immediately after the Funding Date, no Event of Default or Default shall have occurred and be continuing.
(d) The Arrangers shall have received a solvency certificate from a Financial Officer of the Borrower, in form and substance reasonably satisfactory to each Arranger, supporting the conclusions that after giving effect to the Transactions, the Borrower and the Subsidiaries, taken as a whole, will not be insolvent or be rendered insolvent by the Indebtedness incurred in connection therewith, or be left with unreasonably small capital with which to engage in its businesses, or have incurred debts beyond its ability to pay such debts as they mature.
(e) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of this Section.
(f) The Administrative Agent shall have received a true and complete copy of resolutions duly adopted by the Capital Allocation Committee authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party and the borrowings hereunder.
(g) The Administrative Agent shall have received, on behalf of itself and the Lenders a favorable written opinion of (i) Kxxxxxxx & Exxxx LLP, counsel for the Borrower and the Subsidiaries, in form and substance reasonably satisfactory to the Arrangers and their counsel and (ii) each special and local counsel to the Borrower and the Subsidiaries (including special regulatory counsel) as the Arrangers may reasonably request, in each case (A) dated as of the Funding Date, (B) addressed to the Arrangers, the Administrative Agent, the Collateral Agent, and the Lenders and (C) covering such matters relating to the Loan Documents and the Transactions as the Arrangers shall reasonably request and which are customary for transactions...
Conditions Precedent to Funding Date. The obligation of each Lender to make its Advances on the Funding Date is subject to the fulfillment of the conditions precedent that:
(a) The Closing Date shall have occurred.
(b) The Borrower shall have delivered to the Administrative Agent a Notice of Borrowing in respect of the Advances, specifying the Funding Date, at least three Business Days prior to the Funding Date.
(c) The Funding Date shall occur (i) on or not more than 35 days following the Closing Date and (ii) on or before December 31, 1995.
(d) The Existing Notes shall have been called for redemption in whole, and upon application of the proceeds of the Advances in accordance with Section 6.01(l) (together with such other funds of the Borrower as may be required) the redemption price of all of the Existing Notes will be paid, and the Existing Notes shall be redeemed in whole, on the Funding Date.
(e) All Pre-Funding Exposure Fees shall have been paid in accordance with Section 2.02. The acceptance by or on behalf of the Borrower of the proceeds of the Advances shall constitute a representation and warranty by the Borrower that the foregoing conditions have been satisfied.
Conditions Precedent to Funding Date. The obligations of each Lender to make Advances on the Funding Date and for the Issuing Lender to issue or confirm any initial Letters of Credit shall be subject to the satisfaction or waiver (in accordance with Section 9.2 of this Agreement) of the following conditions:
Conditions Precedent to Funding Date. The obligation of the Lenders to make the Loan available to the Borrower under this Agreement shall be expressly and separately subject to the satisfaction, or waiver by all Lenders, of the following further conditions precedent.
