Conditions Precedent to Initial Utilisation. The Borrower
Conditions Precedent to Initial Utilisation. The Company
Conditions Precedent to Initial Utilisation. (a) The Lender shall make available a Loan under the requested Facility in compliance with Section 5.4 (Lender’s Participation) if, on the date of the proposed Utilisation:
(i) there is no Event of Default or any continuing Event of Default;
(ii) all of the Representations, Warranties and covenants are valid and effective, or have otherwise been waived by the Lender (as the case may be);
(iii) the Lender has received all of the documents and other evidence listed in and appearing to comply with the requirements of Part A of Schedule 2.
Conditions Precedent to Initial Utilisation. Other documents and evidence
Conditions Precedent to Initial Utilisation. (a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors of each Original Obligor:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.
(e) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. A legal opinion, in the agreed form, to the Lenders from US counsel for US Newco concerning the Tender Offer and Merger Agreement, and including without limitation opinions that:
(a) US Newco have the corporate power to enter into the Merger Documents;
(b) the execution and performance of the Merger Documents have been duly authorised by all requisite action of the board of directors and shareholders of US Newco;
(c) US Newco has duly executed and delivered the Merger Documents;
(d) the Merger Documents are valid and binding obligations of US Newco, enforceable in accordance with their terms, subject to customary exceptions;
(e) execution and performance of the Merger Documents will not violate any laws (including without limitation Regulations T, U, and X of the Board of Governors of the Federal Reserve System, the Investment Company Act of 1940 and the Public Utility Holding Company Act of 1935), any formation documents of US Newco or Parent, any Merger Document, or any material contract of US Newco or Parent, result in the creation of any lien or encumbrance on the property of US Newco or Parent,...
Conditions Precedent to Initial Utilisation. 1. Blue Finance BV having acceded as the Original Borrower.
2. Each of Blue, Blue Finance BV and Blue Finance PLC having acceded as an Additional Guarantor.
3. A certificate of the Company (signed by an authorised signatory and dated the first Utilisation Date) confirming:
Conditions Precedent to Initial Utilisation. 1. Other documents and evidence
Conditions Precedent to Initial Utilisation. A copy of the constitutional documents of each Obligor.
Conditions Precedent to Initial Utilisation. Corporate documentation
Conditions Precedent to Initial Utilisation. Main Conditions Precedent
