Conditions Precedent to the Borrowing. The obligation of the Lender to make the disbursement on the occasion of the Borrowing shall be subject to the further conditions precedent that on the date of the Borrowing (i) the Lender shall have received the Recognition of Debt in respect of the Borrowing, duly executed by the Borrower, substantially in the form of Exhibit III hereto, and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, and the acceptance by the Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of the Borrowing such statements are true):
(a) the representations and warranties contained in the Loan Document are correct on and as of such date, before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(b) no event has occurred and is continuing, or would result from the Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and
Conditions Precedent to the Borrowing. (a) The Administrative Agent shall have a Notice of Borrowing with respect to the Advances to be made on the Borrowing Date meeting the requirements of Section 2.02(a).
(b) The Borrower shall have paid all accrued fees of the Administrative Agent (including any such fees as shall be agreed to in writing pursuant to Section 2.06) and reimbursed the Administrative Agent for all reasonable out-of-pocket expenses incurred in accordance with Section 9.04(a)(i).
(c) There shall not have occurred any material adverse change in any country in which the Borrower, the Guarantor and their respective Subsidiaries operate, or in the international loan syndication or financial or capital market conditions generally from those in effect on the date hereof.
(d) There shall not have occurred any material adverse change in the condition, financial or otherwise, business, operations, performance, properties or prospects of the Borrower, the Guarantor or any of their respective Subsidiaries since December 31, 1999.
(e) The following statements shall be true (and the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrower that on the date of the Borrowing such statements are true):
(i) the representations and warranties of the Borrower and the Guarantor contained in each Loan Document and the statements contained in each certificate delivered pursuant to any Loan Document are correct in all material respects on and as of the date of the Borrowing, before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date except to the extent any such representation and warranty relates solely to an earlier date; and
(ii) no event has occurred and is continuing, or would result from the Borrowing or from the application of the proceeds therefrom, that constitutes a Default.
Conditions Precedent to the Borrowing. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party 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;
(iv) such documents and certifications from the appropriate governmental officials as the Administrative Agent may reasonably require, dated as of a recent date before the Closing Date, to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business, in each case, in its jurisdiction of organization or formation, as applicable, and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of Xxxxx Xxxxx L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in substantially the form of Exhibit F-1;
(vi) a favorable opinion of J. Xxxxxx Xxxxxx, deputy general counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in substantially the form of Exhibit F-2;
(vii) (A) a certificate of a Responsible Officer of the Borrower certifying that, as of the Closing Date, no consent or authorization of, filing with, no...
Conditions Precedent to the Borrowing. The obligation of each Lender to make its Advance on the occasion of the Borrowing shall be subject to the further conditions precedent that on the date of the Borrowing (a) the following statements shall be true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of the Borrowing such statements are true):
(i) the representations and warranties contained in each Loan Document are correct on and as of such date, before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
(ii) no Default has occurred and is continuing, or would result from the Borrowing or from the application of the proceeds therefrom;
Conditions Precedent to the Borrowing. The obligation of the Lender to make the Advance on the occasion of the Borrowing shall be subject to the conditions precedent that:
(i) the Effective Date shall have occurred;
(ii) the Lender shall have received a Notice of Borrowing as required by Section 2.02(a);
(iii) the Lender shall have received at the Closing Date the Note evidencing such Advance
(iv) the representations and warranties contained in Section 4.01 and in each other Loan Document are correct in all material respect on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(v) no event has occurred and is continuing, or would result from such B01rnwing or from the application of the proceeds therefrom, that constitutes a Default;
(vi) there shall have occurred no Material Adverse Change since September 30, 2019 since the Effective Date; and
(vii) the Lender shall have received such other approvals, opinions or documents as the Lender may reasonably request. The delivery of a Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance (both i1mnediately before and immediately after giving effect to such Advance) the conditions contained in this Article III have been satisfied or waived.
ARTICLE IV REPRESENTATIONS AND WARRANTIES
Conditions Precedent to the Borrowing. The obligation of each Lender to make a Loan on the occasion of the Borrowing is subject to the satisfaction of the following conditions: (a) The Effective Date shall have occurred.
Conditions Precedent to the Borrowing. The obligation of each Lender to make its Advance on the Borrowing Date is subject to the effectiveness of this Agreement pursuant to Section 9.06, and to satisfaction or waiver of the conditions precedent set forth below (each document received by the Administrative Agent and described below shall be dated the Borrowing Date (unless otherwise specified), and in form and substance reasonably satisfactory to the Lenders (unless otherwise specified)):
(a) The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors, the Administrative Agent, the Lead Arranger, the Arrangers, the Documentation Agent, the Syndication Agent and the Lenders.
(b) The Administrative Agent shall have received a Notice of Borrowing with respect to the Advances to be made on such Borrowing Date meeting the requirements of Section 2.02(a).
(c) The Administrative Agent shall have received the duly executed Notes for the account of each Lender meeting the requirements of Section 2.03(b).
Conditions Precedent to the Borrowing. The effectiveness of this Agreement and the obligation of each Lender to make the Term Loan on the Closing Date is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement.
Conditions Precedent to the Borrowing. The obligation of any Bank to make a Term Advance pursuant to Section 2.01 shall be subject to the further condition precedent that on the Initial Lending Date, the Agent shall have received irrevocable written instructions from the Borrower to transfer the full amount of the Term Borrowing to NationsBank, N.A., as agent for the lenders under the Palladium Loan Agreement, and NationsBank N.A., as agent for the lenders under the Palladium Loan Agreement, shall have confirmed in writing to the Agent that it has received irrevocable written instructions from the Borrower and Palladium (in the case of clause (a) of this sentence) which remain in effect to use the amounts to be transferred to it by the Agent to either (a) repay all principal outstanding and interest, fees, expenses, and all other amounts accrued and unpaid under such agreement and terminate all commitments to extend credit and all credit extended thereunder or (b) pay the purchase price for all principal outstanding and interest, fees, expenses, and all other amounts accrued and unpaid under such agreement to the lenders party to such agreement, and thereupon, to transfer all right, title and interest of the lenders under such agreement to the Borrower.
Conditions Precedent to the Borrowing
