Conditions Precedent to Initial. Advance to Each Borrowing --------------------------------------------------------- Subsidiary. The obligation of each Bank to make its initial Advance hereunder ---------- to any Borrowing Subsidiary is subject to the conditions precedent that the Effective Date shall have occurred and the Administrative Agent shall have received on or before the day of the initial Borrowing by such Borrowing Subsidiary the following, each in form and substance reasonably satisfactory to the Administrative Agent and in sufficient copies for the Banks:
(a) The Assumption Letter executed and delivered by such Borrowing Subsidiary and containing the written consent of the Company at the foot thereof, as contemplated by Section 2.17 hereof; ------------
(b) A Committed Note executed by such Borrowing Subsidiary, payable to each Bank;
(c) Certified copies of the resolutions of the Board of Directors of such Borrowing Subsidiary approving the Assumption Letter and all other documents evidencing corporate action and governmental approvals, if any, required with respect to the Assumption Letter;
(d) A certificate of the Secretary or an Assistant Secretary of such Borrowing Subsidiary certifying the names and true signatures of the officers of such Borrowing Subsidiary authorized to sign the Assumption Letter and the other documents to be executed and delivered by such Borrowing Subsidiary hereunder; and
(e) An opinion of counsel to such Borrowing Subsidiary, substantially in the form of Exhibit I hereto and as to such other matters as the --------- Administrative Agent shall reasonably request.
Conditions Precedent to Initial. Purchase from the Originator. The initial Purchase of Receivables from the Originator pursuant to Section 2.02(a) hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such Purchase all of the instruments, documents, agreements and opinions specified in Section 3.01 of the Receivables Purchase Agreement, each (unless otherwise indicated therein) dated such date, in form and substance satisfactory to the Buyer.
Conditions Precedent to Initial. Loan on or after the ---------------------------------------------------- Closing Date. In the case of the Loans to be made on the Funding Date: ------------
(a) All the applicable legal matters incident to this Agreement and the other Loan Documents shall be reasonably satisfactory to counsel for the Administrative Agent.
(b) The Administrative Agent shall have received payment in full of the fees set forth in the Fee Letters then due and payable and all the other documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders incurred on or prior to the Funding Date, including, without limitation, reasonable attorneys' and paralegal' fees and expenses and the fees and expenses incurred in connection with preparation of any environmental audits.
(c) The Agents shall have received the following items, in each case in form and substance satisfactory to each of them:
(1) the Financials;
(2) the Milestone Plan showing in reasonable detail and specifying any material underlying assumptions, the Borrowers' anticipated revenues and expenses and projected statements of cash flow and information with respect to projected capital expenditures and changes in working capital over such period;
(3) certificates substantially in the form of Exhibits J-1 and J-2 hereto, dated the Funding Date or dated the Closing Date and a reaffirmation of such certificate dated the Funding Date, of the secretaries or assistant secretaries of each of the Borrowers and the Guarantor, certifying (1) the names and true signatures of the officers authorized to sign each Loan Document being signed as of the Closing Date to which such Borrower or the Guarantor, as applicable, is a party, (2) the resolutions of the Board of Directors of such Borrower the Guarantor, as applicable, approving the transactions contemplated by the Loan Documents to which each is a party, and (3) such Borrower's or the Guarantor's, as applicable, bylaws;
(4) the written opinion of special and regulatory counsel for the Borrowers and the Guarantor, dated the Funding Date, addressed to the Administrative Agent, the Collateral Agent and the Lenders satisfactory to (and containing only such qualifications and limitations as are satisfactory to) counsel for the Administrative Agent and the Collateral Agent, which opinions shall be substantially in the forms set forth in Exhibits K-1 and K-2 attached hereto;
(5) certificates of appropriate public officials dated not more than 30 days prior to the F...
Conditions Precedent to Initial. Advance under Commitment Three:
(a) This Amendment 03 duly executed by Borrower.
(b) The Commitment Three Warrant to be issued to Lender duly executed by Borrower.
(c) An executed Incumbency Certificate of Borrower with copies of the following documents attached: (i) the certificate of incorporation and by-laws of Borrower certified by Borrower as being in full force and effect as of the date of Amendment 03, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of Amendment 03 and each of the other Loan Documents.
Conditions Precedent to Initial. Advance) - It will be a condition precedent to the initial advance under the Construction Loan that
(a) the Credit Union will have received the documents and information specified in section 3.3;
(b) the Credit Union will have received from the Borrower's legal counsel an opinion in form and substance satisfactory to the Credit Union in its sole discretion; and
(c) the Borrower will have duly authorized, executed and delivered the Securities and the Securities will have been registered, filed and recorded in all offices in which, in the opinion of the Credit Union, acting reasonably, registration is necessary or of advantage to preserve or perfect the priority of the security interests intended to be created thereby.
Conditions Precedent to Initial. UTILISATION 1. Obligors 1.
Conditions Precedent to Initial. Advance under the Credit Facility The obligations of the Lenders to make available the Credit Facility to the Borrowers and the first (1st) Advance hereunder (including the deeming of the Obligations owing by the Asian Borrowers to be Obligations hereunder) or under any Asian Facility Agreement on the Closing Date are subject to fulfilment, on or before the initial Borrowing Date, of each of the following conditions precedent: (a) the representations and warranties set out in Article 7 shall be true and correct in all material respects on the initial Borrowing Date as if made on and as of such date, except that if any such representation and warranty is specifically given in respect of a particular date or particular period of time and relates to such date or period of time, then such representation and warranty shall be true and correct as at such date or for such period of time; (b) no Default or Event of Default shall have occurred and be continuing nor shall there be any Default or Event of Default after giving effect to the proposed Advance on the initial Borrowing Date; (c) the Lenders shall have received the following in form and substance satisfactory to the Lenders: (i) an Officers’ Certificate of each Borrower dated the initial Borrowing Date certifying: (A) that attached thereto are true and correct copies of the articles or constating documents and the by - laws of such Borrower and that such documents are in full force and effect, unamended ; (B) as to the incumbency of officers and directors of such Xxxxxxxx, who have executed any of the Loan Documents or any other document delivered by the Borrower under this Section 9.01, (such certificate to include sample signatures); and (C) that attached thereto are true and correct copies of the resolutions or other documentation evidencing that all necessary action, corporate or otherwise, has been taken by such Borrower to authorize the execution, delivery and performance of the Loan Documents to which it is a party, and that such resolutions or other documents are in full force and effect, unamended; 4166 - 0486 - 9966.2 4166 - 0486 - 9966.7 - 121 - (ii) a certificate of status, certificate of good standing or similar certificate issued by the appropriate Governmental Body in the jurisdiction of incorporation of each Borrower; (iii) an Officers’ Certificate of Magna dated the initial Borrowing Date confirming Sections 9.01(a) and (b); (iv) the Magna Guarantee, duly executed and delivered; (v) opinio...
Conditions Precedent to Initial. Advance to any New Vehicle Floorplan Borrower. In addition to the requirements in Section 9.1 and 9.2, no New Vehicle Loans shall be made to finance New Vehicles owned by any Dealership (including the initial New Vehicle Floorplan Borrowers) and no Dealership shall become a New Vehicle Floorplan Borrower unless all of the following conditions have been satisfied with respect to such Dealership: 9.
3.1 All indebtedness and obligations of the Dealership (or if Required Lenders, in their sole discretion, consent in writing, a franchise or location of a Dealership) to any lender (“Former Lender”) for flooring lines of credit (other than permitted Other Service Loaner Floorplan Financing) have been repaid or will be repaid with the proceeds of the first New Vehicle Loan Advance to be made to finance New Vehicles owned by such Dealership and all commitments of any Former Lender to extend floorplan financing to such Dealership (or if Required Lenders, in their sole discretion, consent in writing, the applicable franchise or location of such Dealership) have been terminated. 125 110393723.6 0063724-00082 115525625.4 0063724-00082
Conditions Precedent to Initial. Advance under Commitment Two: The obligation of Lender to make any Advances pursuant to Commitment Two is subject to each and every of the following conditions precedent in form and substance satisfactory to lender in its sole discretion:
Conditions Precedent to Initial. Advance to any New Vehicle Floorplan Borrower . In addition to the requirements in Section 9.1 and 9.2, no New Vehicle Loans shall be made to finance New Vehicles owned by any Dealership (including the initial New Vehicle Floorplan Borrowers) and no Dealership shall become a New Vehicle Floorplan Borrower unless all of the following conditions have been satisfied with respect to such Dealership: 9.
3.1 All indebtedness and obligations of the Dealership (or if Required Lenders, in their sole discretion, consent in writing, a franchise or location of a Dealership) to 123 115525625.4 0063724-00082