Conditions Precedent to the Initial Accommodation Sample Clauses
The "Conditions Precedent to the Initial Accommodation" clause sets out specific requirements that must be satisfied before a lender or other party provides the initial loan, credit facility, or other financial accommodation to a borrower. Typically, these conditions may include the delivery of certain documents, evidence of compliance with laws, or confirmation that no default has occurred. By establishing these prerequisites, the clause ensures that the lender is protected and that all necessary legal and procedural steps are completed before funds are disbursed, thereby reducing risk and ensuring readiness for the transaction.
Conditions Precedent to the Initial Accommodation. The obligation of the Lender to make its initial Accommodation under the Loan Facilities is subject to fulfilment of the following conditions precedent at the time the initial Accommodation is made available:
(a) No Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the Accommodation;
(b) The Accommodation will not violate any applicable law, order or judgment;
(c) The representations and warranties of the Borrower contained in ARTICLE 8 are true and correct on the date of the Accommodation as if such representations and warranties were made on that date;
(d) The Lender has received, in form, substance, scope and dated a date satisfactory to it and its counsel:
(i) Certified copies of (i) the charter documents and extracts from the by-laws of the Borrower relating to the execution of documents, (ii) all resolutions of the board of directors or shareholders, as the case may be, of the Borrower approving the borrowing and other matters contemplated by this Agreement and the other Loan Documents, and (iii) a list of the officers and directors authorized to sign agreements together with their specimen signatures;
(ii) A certificate of status, compliance or like certificate with respect to the Borrower issued by the appropriate Governmental Entity of the jurisdiction of its incorporation and of each jurisdiction in which it owns any material assets or carries on any material business;
(iii) The Loan Documents specified in Schedule 7.1(d)(iii);
(iv) an interlender agreement in relation to and with the Lenders under the Parent Facility;
(v) Evidence of registration of the Security Documents in such jurisdictions as the Lender may require;
(vi) All discharges, subordination agreements, waivers and confirmations as may be required to ensure that all obligations under the Loan Documents are secured by first priority Liens on the property and assets of the Borrower with such exceptions as are permitted pursuant to this Agreement or any of the other Loan Documents; 38
(vii) Certified copies of the insurance policies required pursuant to Section 9.1(j) together with certificates of insurance showing the Lender as loss payee and named insured;
(viii) Favourable opinion of counsel to the Borrower;
(ix) a Borrowing Base Certificate;
(x) Such other certificates and documentation as the Lender may reasonably request;
(e) The Lender shall have completed, to its satisfaction, a due diligence review of ...
Conditions Precedent to the Initial Accommodation. The obligation of each Lender to make its initial Accommodation under the Credit Facilities on or after the date hereof and the effectiveness of this Agreement are subject to (i) the applicable conditions precedent specified in Section 6.02, and (ii) satisfaction in full of the following conditions precedent on the date hereof:
(a) The Administrative Agent shall have received in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for the Administrative Agent and each Lender and the Administrative Agent and Lenders therein shall have reviewed to their reasonable satisfaction:
(i) A certified copy of the constating documents and by-laws of the Borrower and each Guarantor, and of all corporate and other proceedings taken and required to be taken by the Borrower and each Guarantor to authorize the execution and delivery of the Credit Documents to which it is a party and the performance of the transactions contemplated thereby; (ii) a certificate of status, compliance, good standing or like certificate with respect to the Borrower and each Guarantor issued by the appropriate Governmental Entity of the jurisdiction of its incorporation or organization as the case may be; (iii) a certificate of incumbency of the Borrower and each Guarantor; and
Conditions Precedent to the Initial Accommodation. (1) The obligation of the Lenders to make their initial Accommodation under the Credit Facility on or after the date hereof is subject to the Administrative Agent having received all of the documents and other evidence listed in Schedule 10 in a form and substance satisfactory to it.
(2) In addition to the conditions precedent set out above, in the event that on the date the Borrower issues an Accommodation Notice for a Borrowing under the Tranche A Facility, the Borrower has not (either concurrently or as a result of prior take up and pay events) either (i) acquired Target Equity representing not less than 75% of all Target Equity then outstanding, or (ii) obtained full access to and direct benefit from the operational cash flow of the Target and its Subsidiaries in accordance with Section 7.01(p), it shall be a condition precedent to such Borrowing under the Tranche A Credit Facility that the Borrower has deposited with the Administrative Agent cash collateral (on terms and conditions acceptable to the Administrative Agent) in an amount (a) equal to the amount requested to be drawn under the Tranche A Credit Facility in respect of drawings up to €44,000,000, and (b) equal to 50% of the amount requested to be drawn under the Tranche A Credit Facility in respect of drawings in excess of €44,000,000.