Conditions Precedent to Initial Credit Extensions. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction of the following conditions on or before the Closing Date:
Conditions Precedent to Initial Credit Extensions. Initial Lenders shall not be required to fund any requested Loan or otherwise extend credit to Borrowers, and Issuing Bank shall have no obligation to issue any Letter of Credit, unless each of the following conditions has been satisfied:
Conditions Precedent to Initial Credit Extensions. No Lender shall be obligated to make any Advance, and the LC Issuer shall not be obligated to issue any Facility LC, unless the Administrative Agent shall have received (a) evidence, satisfactory to the Administrative Agent, that the Borrowers have paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable under the Existing Agreement and (b) each of the following documents, each dated the date of the initial Credit Extension (or an earlier date satisfactory to the Administrative Agent, in form and substance satisfactory to the Administrative Agent and each (except for the Notes) in sufficient copies to provide one for each Lender:
(i) The Notes payable to the order of each of the Lenders, respectively;
(ii) Certified copies of resolutions of the Board of Directors or equivalent managing body of each Borrower approving the transactions contemplated by this Agreement and the Notes and of all documents evidencing other necessary organizational action of such Borrower with respect to this Agreement and the documents contemplated hereby;
(iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the articles or certificate of incorporation and by-laws, or equivalent organizational documents, of such Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by such Borrower of this Agreement and the documents contemplated hereby;
(iv) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of each Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(v) A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx LLC, special counsel for the Borrowers, substantially in the form of Exhibit D-1; and a favorable opinion of Xxxxxx Xxxxxx Xxxxx & Xxxx, special counsel to ComEd, substantially in the form of Exhibit D-2.
Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of the other DIP Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to fund any Loan requested by Borrower, each of the following conditions has been and continues thereafter to be satisfied:
.1. All of the DIP Financing Documents shall have been executed in form and substance satisfactory to Lender by each of the signatories thereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, and all representations and warranties contained therein shall be true and correct in all material respects.
.2. No Default or Event of Default shall exist at the time of, and would not result from the funding of, any requested Loan, and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to have a Material Adverse Effect.
.3. The Interim Financing Order shall have been entered, shall be in full force and effect and shall not have been vacated, reversed, modified or stayed in any respect (and, if such Order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal).
.4. All fees and expenses required to be paid by Borrower hereunder on the Closing Date shall have been paid in full.
.5. Lender shall have received satisfactory proof of insurance by Borrower, in accordance with the terms of this Agreement, together with loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee with respect to each policy and certified copies of Borrower’s liability insurance policies, together with endorsements naming Lender as an additional insured.
.6. All of the “first day orders” presented to the Court at or about the time of the commencement of the Chapter 11 Case (including orders with respect to maintenance of Borrower’s cash management system) shall be satisfactory in form and substance to Lender.
.7. Lender shall have received a favorable opinion letter from Borrower’s counsel, in form and scope and covering such matters as shall be satisfactory to Lender.
.8. There is not pending any motion which, if granted by the Court, would result in an Event of Default.
.9. Lender shall have received, reviewed and found satisfactory a copy of the Budget.
.10. Lender shall have received, in form as shall be satis...
Conditions Precedent to Initial Credit Extensions. The amendment and restatement of the Existing Loan Agreement and the obligation of each Lender to make a Credit Extension on the Effective Date is subject to the satisfaction of the following conditions on or before the Effective Date:
Conditions Precedent to Initial Credit Extensions. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation the following:
(a) this Agreement duly executed by Borrower;
(b) the Borrower Debenture duly executed by UK Borrower;
(c) the Guarantee duly executed by Guarantor;
(d) the Guarantor Debenture duly executed by Guarantor;
(e) the US Security Agreement duly executed by US Borrower;
(f) the US IP Security Agreement duly executed by US Borrower;
(g) a certificate of the secretary of US Borrower and the director of each UK Obligor: (i) in the case of US Borrower with respect to articles, by laws, incumbency and resolutions authorizing the execution of this Agreement and all other Loan Documents to which it is a party; and (ii) in the case of each UK Obligor with respect to its memorandum and articles of association, its register of charges and resolutions authorising the execution and delivery of this Agreement and all other Loan Documents to which it is a party;
(h) subordination agreements in respect of any shareholder, director, officer or intra-group loan to the Borrower or any loan from a creditor (other than the Bank) of the Borrower (except in respect of any Permitted Indebtedness);
(i) Perfection Certificate signed by UK Borrower;
(j) Perfection Certificate signed by US Borrower;
(k) Perfection Certificate signed by Guarantor;
(l) a legal opinion of the Bank’s UK counsel with respect to enforceability and authority in a form and substance acceptable to Bank;
(m) a legal opinion of Borrower’s US Counsel with respect to enforceability and authority in a form and substance acceptable to Bank;
(n) Certificates of Good Standing/Foreign Qualification US Borrower from each state in which it is qualified to do business;
(o) long form Certificate of Good Standing Legal Existence for US Borrower the State of Delaware;
(p) landlord’s consent in favour of Bank signed by the landlord of each of Borrower’s leased locations;
(q) evidence satisfactory to the Bank that the insurance policies required by Clause 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation/nonrenewal notice to Bank and endorsements in favour of the Bank;
(r) signed consent form for the Bank to: (i) use...
Conditions Precedent to Initial Credit Extensions. The obligation of Lender to honor the initial Credit Extension request is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, the following:
(a) this Agreement duly executed by each Borrower;
(b) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;
(c) an intellectual property security agreement duly executed by each Borrower in the form attached hereto as Exhibit D (the "Intellectual Property Security Agreement");
(d) evidence of insurance as required by the terms hereof (including evidence that Lender is a loss payee and additional insured under such insurance as required by Section 6.7) acceptable to Lender in its reasonable discretion; and
(e) such other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.
Conditions Precedent to Initial Credit Extensions. The obligations of the Lenders to make Loans hereunder on the Closing Date, the obligations of the LC Facility Lenders to fund their LC Facility Deposits on the Closing Date and the obligations of the LC Facility Issuing Bank and Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of the other Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to fund any Loan requested by Borrower, unless each of the following conditions has been and continues thereafter to be satisfied:
10.1.1. All of the Financing Documents shall have been executed in form and substance satisfactory to Lender by each of the signatories thereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, and all representations and warranties contained therein shall be true and correct in all material respects.
Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of the other Loan Documents, and without affecting in any manner the rights of Agent and Lenders under the other sections of this Agreement, Lenders shall not be required to fund the initial Loans requested by Borrower, procure any Letter of Credit, or otherwise extend credit to Borrower contemporaneously with the initial Loans, unless, on or before November 12, 1998, each of the following conditions has been and continues to be satisfied:
