Conditions Precedent to Initial Loans and Letter of Credit Accommodations Sample Clauses

Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Lender making the initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) Lender shall have received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by the Existing Lenders to Borrower of their respective financing arrangements with Borrower and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of Borrower and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and Borrower or any Obligor, as debtor and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by Borrower or any Obligor in favor of such Existing Lender or Lenders, in form acceptable for recording in the appropriate government office; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be in form and substance reasonably satisfactory to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have reasonably requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (c) no material adverse change shall have occurred in the assets, business or prospects of Borrower since February 18, 1999, the date of Lender's latest field examination and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have completed a field review of the Records and such other information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrower (including, without limitation, current perpetual inventory records and/or roll-forwards of Accounts and Inventory through the date of closing and test counts of the Inventory in a manner satisfactory to Lender, ...
AutoNDA by SimpleDocs
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Agent and Lenders making the initial Loans and providing the initial Letter of Credit Accommodations hereunder:
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Lenders (or Administrative Agent on behalf of Lenders) making the initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, all releases, terminations, discharges and such other documents as Administrative Agent may request to evidence and effectuate the termination by the Existing Lenders of their existing credit facilities provided by them to Borrowers and Guarantor and the repayment in full of all Indebtedness and other obligations of Borrowers and Guarantor to each of them, duly authorized, executed and delivered by the Existing Lenders; (b) Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, that Administrative Agent, for itself and the ratable benefit of Lenders, has valid perfected and first priority security interests in and liens and hypothecs upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (c) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Administrative Agent, and Administrative Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings which Administrative Agent may have requested in connection therewith, such
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to the initial Loans and Letter of Credit Accommodations pursuant to this Agreement and the other Financing Agreements which shall be satisfied in a manner acceptable to Agent (any of which may be waived, in whole or in part, only by Agent and all of Lenders in writing): (a) Agent shall have received, in form and substance reasonably satisfactory to Agent, a copy of a final order of the Bankruptcy Court confirming the Plan (the "Confirmation Order") which order is no longer appealable or, if appealed, has been affirmed in all respects by the highest court to which such appeal has been taken. (b) The existing and projected liquidity of Borrower and its Subsidiaries and their ability to fund their ongoing working capital requirements and to consummate the Plan shall be reasonably satisfactory to Agent.
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to the initial Loans and Letter of Credit Accommodations pursuant to this Agreement and the other Financing Agreements which shall be satisfied in a manner acceptable to Agent (any of which may be waived, in whole or in part, only by Agent and all of Lenders in writing): (a) Agent shall have received executed copies of the following: (i) The Information Certificate of Holding; (ii) This Agreement; (iii) An Amended and Restated Revolving Credit Note in the form attached hereto as Exhibit B for each Lender in the principal amount of its Commitment; (iv) A Second Amended and Restated Letter of Credit Agreement of even date herewith between Agent and Borrowers in the form attached hereto as Exhibit C; (v) A Second Amended and Restated Trademark Collateral Assignment and Security Agreement of even date herewith between Agent and Salant in the form attached hereto as Exhibit D-1; (vi) A Trademark Collateral Assignment and Security Agreement of even date herewith between Agent and Holding in the form attached hereto as Exhibit D-2. (vii) A Special Power of Attorney (in quintuplicate) of even date herewith executed by Salant pursuant to said Second Amended and Restatxx Xxxdemark Collateral Agreement and Security Agreement in the form attached hereto as Exhibit E-1; (viii) A Special Power of Attorney (in quintuplicate) of even date herewith executed by Holding pursuant to said Second Amended and Restated Trademark Collateral Agreement and Security Agreement in the form attached hereto as Exhibit E-2; (ix) A Second Amended and Restated Collateral Assignment of Licenses of even date herewith between Agent and Salant in the form attached hereto as Exhibit F; (x) A Second Amended and Restated Guarantee of even date herewith executed by each of the Guarantors in the form attached hereto as Exhibit H; (xi) A Second Amended and Restated General Security Agreement of even date herewith executed by each of the Guarantors other than Salant Canada Inc. and J.J. Farmer Clothing Inc. in the xxxx attached hereto ax Xxxxxxx X-(1) and a Amended and Restated Hypothec of even date herewith executed by Salant Canada Inc. in the form attached hereto as Exhibxx X-(2); (xii) A Second Amended and Restated Trademark Collateral Assignment and Security Agreement of even date herewith between Agent and each of the Guarantors in the form attached hereto as Exhibit J; (xiii) A Special Power of Attorney (in quintuplicate) of even date herewith exec...
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Lender making the initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) Lender shall have received (i) financing statements from Cal-Audio and (ii) searches in which Cal-Audio is debtor; (b) Lender shall have received a certificate from an officer of the manager of Cal-Audio attesting to Cal-Audio having duly authorized the execution, delivery, and performance of this Agreement and the other Financing Agreements; (c) Lender shall have received Cal-Audio's governing documents together with good standing certificates with respect to Cal-Audio; and (d) Lender shall have received a Guarantee from Go-Video and Cal-Audio with respect to the obligations of one another to the Lender.
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Lender making the initial Loans hereunder and providing the Letter of Credit Accommodations pursuant to this Agreement: 4.1.1 Lender shall have received evidence, in form and substance satisfactory to Lender, that Lender has valid perfected and (except to the extent otherwise consented to in writing by Lender) first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, except for any senior or subordinate security interests and liens permitted herein or in the other Financing Agreements;
AutoNDA by SimpleDocs
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Lender making the initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) Lender shall have received evidence, in form and substance satisfactory to Lender, that Lender has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities;
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Lenders (or Agent on behalf of Lenders) making the initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) Board Resolution. Agent shall have received a copy of the resolutions of the Board of Directors of each Borrower and each Obligor authorizing the execution, delivery and performance of, as the case may be, (i) this Agreement, (ii) the guaranties of such Obligors, and (iii) the other Financing Agreements, in each case certified by the secretary or assistant secretary of such entity, as of the date hereof, together with a certificate of the secretary or assistant secretary of such entity as to the incumbency and specimen signatures of the officers of such entity executing such Financing Agreements and any certificate or other documents to be delivered by them pursuant hereto, together with evidence of the incumbency of such secretary or assistant secretary. (b) Corporate Organization. Agent shall have received (i) a copy of the certificate or articles of incorporation or formation, as the case may be, of each Borrower and each Obligor, certified by the Secretary of State of the state of such entity's organization, and (ii) a copy of the by-laws or operating agreement of each Borrower and each Obligor, certified by the secretary or assistant secretary of such entity, all as amended through the date hereof.
Conditions Precedent to Initial Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to Lender making the initial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) the Financing Order shall have been entered in the Chapter 11 Case by the Bankruptcy Court, in form and substance satisfactory to Lender, and shall be in full force and effect and no stay with respect to same shall be pending; (b) no trustee, or other disinterested person with expanded powers pursuant to Section 1104(c) of the Bankruptcy Code, shall have been appointed or designated with respect to Borrower or its respective business, properties or assets, including, without limitation the Collateral and any other property which is security for the Obligations; (c) this Agreement, the other Financing Agreements and all guaranties, instruments and documents thereunder, shall have been duly authorized by the Financing Order then in effect
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!