Conditions Precedent to Initial Borrowing. The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent.
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance on the occasion of the initial Borrowing shall be subject to the satisfaction on such date of the following conditions precedent:
(a) Since May 31, 2004 there shall not have occurred and be continuing any Material Adverse Effect.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) There shall not have been, without the consent of Joint Lead Arrangers, which shall not be unreasonably withheld, delayed or conditioned, any material modification to the terms and provisions of the documentation relating to the Tender Offer (except for an extension of the Tender Offer period), including, without limitation, the Agreement and Plan of Merger dated as of December 12, 2004 among the Target, the Borrower and Offer Subsidiary (the “Tender Offer Documentation”) from the forms of such Tender Offer Documentation most recently delivered to the Agent and the Lenders prior to the date of execution of this Agreement by all parties hereto; and the Tender Offer Documentation shall be in full force and effect. Offer Subsidiary shall have accepted for purchase not less than the Minimum Shares pursuant to the Tender Offer; all conditions precedent to the purchase by Offer Subsidiary of the Minimum Shares shall have been satisfied or waived (other than payment, which will occur substantially contemporaneously with receipt of the proceeds hereof in connection with the Initial Borrowing); and all other aspects of such portion of the Tender Offer shall have been conducted in accordance with the Tender Offer Documentation.
(d) The Borrower shall have paid all reasonable invoiced fees and out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by this Agreement), to the extent invoices therefor have been received at least one Business Day before such Borrowing).
(e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly auth...
Conditions Precedent to Initial Borrowing. The obligations of the Lenders to make Loans shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent:
(i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default;
(ii) executed counterparts of this Agreement and the Guaranty;
(iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date;
(iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with:
(A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank;
(B) [Reserved]; and
(C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date;
(vi) an opinion from ...
Conditions Precedent to Initial Borrowing. The effectiveness of this Agreement shall be subject to the execution and delivery of this Agreement by a duly authorized officer of the Borrower and each Lender on the Effective Amendment Date. The initial Borrowing under this Agreement was subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent.
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make a Loan on the Credit Agreement ---------------- occasion of the initial Borrowing or, if earlier, of the Issuing Bank to issue the initial Letter of Credit (other than an Existing Letter of Credit), is subject to the following conditions precedent being satisfied on or before April 15, 1997:
(a) The Administrative Agent shall have received on or before the day of the initial Borrowing or such initial issuance the following in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Revolving Loan Notes payable to the order of the Lenders, respectively.
(ii) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the Notes, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of the Borrower's Law Department, substantially in the form of Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(v) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(b) The Administrative Agent shall have received evidence that, prior to or simultaneously with such initial Borrowing or issuance, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding "Loans" as defined in the Existing Credit Agreements together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other Credit Agreement ----------------
Conditions Precedent to Initial Borrowing. The effectiveness of the Commitments and the initial Borrowing under this Agreement is subject to the conditions precedent that:
Conditions Precedent to Initial Borrowing. The obligations of each Lender to make the initial Advance and of the Issuing Lender to issue the initial Letters of Credit, shall be subject to the satisfaction or waiver in writing of the following conditions precedent:
Conditions Precedent to Initial Borrowing. The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1.
(a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Credit Parties and (ii) Xxxxx Xxxxxx LLP, as special Louisiana counsel to the Credit Parties, in each case, (i) dated the Closing Date, (ii) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (iii) in form and substance customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.
(c) The Administrative Agent shall have received, in the case of each Credit Party, each of the items referred to in subclauses (i), (ii) and (iii) below:
(i) a copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official);
(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying:
(A) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below,
(B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of th...
Conditions Precedent to Initial Borrowing. The initial Borrowing hereunder is subject to the conditions precedent that:
(a) the Arrangement Fee (as such term is defined in the Fee Letter) shall have been paid in full and all other acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws; and
(b) the Lender shall have received on or before the date of such Borrowing the items listed in Schedule I hereto, each in form and substance satisfactory to the Lender.
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that the Administrative Agent has received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Date, and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender:
(a) Certified copies of (i) the articles of incorporation and by-laws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents and the transactions contemplated thereby, and (iii) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and approvals, if any, with respect to the Loan Documents.
(b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and any other documents to be delivered hereunder by the Borrower.
(c) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower.
(d) Favorable opinions of the Borrower's internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2.
(e) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E.
(f) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, certifying that (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default.
(g) Evidence of the payment of all fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreement.
(h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and...
