Conditions Precedent to Initial Revolving Loan. The obligation of the Bank to make its initial Revolving Loans, to issue Letters of Credit is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following:
(a) this Agreement, duly executed by the Credit Parties;
(b) the Sepracor Note, duly executed by the Borrower;
(c) the Biosphere Note, duly executed by Biosphere;
(d) the Guaranty Agreement duly executed by the Borrower;
(e) a certificate of the Secretary or an Assistant Secretary of the Borrower with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, the Notes, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers;
(f) a certificate signed by an Authorized Officer, certifying that the conditions of Section 3.2.(b) have been fulfilled;
(g) the certificate of incorporation of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof;
(h) the bylaws of the Borrower and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a true and correct copy thereof;
(i) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good corporate standing of the Borrower in such state and listing all documents on file in the office of said Secretary of State;
(j) a certificate of the Secretary or an Assistant Secretary of Biosphere with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Biosphere Note, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers;
(k) a certificate signed by a principal officer of Biosphere, certifying that the conditions of Section 3.2.(b) have been fulfilled;
(l) the certificate of incorporation of Biosphere and all amendments and supplements thereto, filed in the office of the Secretary of State of the State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof;
(m) the bylaws of Biosphere and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as bein...
Conditions Precedent to Initial Revolving Loan. The obligation of Lender to make its initial Revolving Loan hereunder is subject to the satisfaction of the condition precedent, in addition to the applicable conditions precedent set forth in Section 12 above, that Borrower shall have delivered to Lender all of the following, each duly executed and dated the date of the initial Revolving Loan, in form and substance reasonably satisfactory to Lender:
Conditions Precedent to Initial Revolving Loan. The obligation of the Lender to make the initial Revolving Loan hereunder is subject to the receipt by the Lender of the following documents in form and substance reasonably satisfactory to the Lender:
(a) this Agreement duly executed and delivered by the Borrower;
(b) a duly executed Revolving Credit Note;
(c) a certificate of the Secretary or Assistant Secretary of the Borrower, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower authorized to execute the Loan Documents;
(d) certified copies of the articles of incorporation of the Borrower, together with good standing certificates (or the equivalent) as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and each Subsidiary and each other jurisdiction where the Borrower or such Subsidiary is required to be qualified to do business as a foreign corporation;
(e) a favorable written opinion of Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx, LLP, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request.
Conditions Precedent to Initial Revolving Loan. The obligation of the Banks to make the initial Revolving Loan is subject to the fulfillment on the date hereof of each of the following conditions precedent:
Conditions Precedent to Initial Revolving Loan. The obligation of the Lender to make the initial Revolving Loan is subject to the condition precedent that the Lender shall have received all of the following to its satisfaction:
(a) Counterparts of this Agreement executed by each of the parties hereto;
(b) The Note executed and delivered by the Borrower;
(c) A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Notices of Borrowing; and
(d) The Articles of Incorporation of the Borrower certified as of a recent date by the Secretary of State of the State of Georgia;
(e) A Certificate of Existence with respect to the Borrower issued as of a recent date by the Secretary of State of the State of Georgia and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified;
(f) Copies certified by the Secretary or Assistant Secretary of the Borrower of (i) the bylaws of the Borrower and (ii) all corporate action taken by the Borrower to authorize the execution, delivery and performance of the Loan Documents to which it is a party; and
(g) Such other documents and instruments as the Lender may reasonably request.
Conditions Precedent to Initial Revolving Loan. The obligation of Bank to make its initial Revolving Loan hereunder is subject to the fulfillment, to the satisfaction of Bank and its counsel, of each of the following conditions:
Conditions Precedent to Initial Revolving Loan. The obligation of the Banks to make the initial Revolving Loan is subject to the satisfaction of all of the following conditions on or prior to the Closing Date (in addition to the other terms and conditions set forth herein):
Conditions Precedent to Initial Revolving Loan. The obligation of ---------------------------------------------- FFC to make the initial Revolving Loan is subject to receipt by FFC, on or prior to the Closing Date, of each item listed in Schedule II, each in form and ----------- substance satisfactory to FFC.
Conditions Precedent to Initial Revolving Loan. The obligation of the ----------------------------------------------
Conditions Precedent to Initial Revolving Loan. The obligation of the Agent and the Lenders to make the initial loans hereunder is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such loans, the following conditions precedent:
