Conditions Precedent to the Initial Advances. The Lender's obligation to make the initial Advances shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender:
(a) This Agreement.
(b) The Revolving Note.
Conditions Precedent to the Initial Advances. On the Closing Date:
Conditions Precedent to the Initial Advances. The Lender's obligation to make the initial Advances hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender:
(a) This Agreement, properly executed by the Borrowers.
(b) The MDI Note, properly executed by MDI and the CAD Note, properly executed by CAD.
(c) A true and correct copy of any and all leases pursuant to which either Borrower is leasing its Premises, together with a landlord's disclaimer and consent with respect to each such lease.
(d) A true and correct copy of any and all agreements pursuant to which either Borrower's property is in the possession of any Person other than such Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee's acknowledgment and waiver of liens, (ii) UCC financing statements sufficient to protect such Borrower's and the Lender's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to such Borrower's other than such Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from such Borrower and the Lender sufficient to protect such Borrower's and the Lender's interests in such Borrower's goods from any claim by such secured party.
(e) An acknowledgment and agreement from each licensor in favor of the Lender, together with a true, correct and complete copy of all license agreements.
Conditions Precedent to the Initial Advances. The obligation of the Bank to fund the initial Advance request of the Borrower is subject to the condition precedent that the Bank shall have received the following, each in form and substance satisfactory to the Bank:
(a) The Notes, properly executed on behalf of the Borrower.
(b) A certified copy of the resolutions of the Board of Directors of the Borrower evidencing approval of all Loan Documents and the other matters contemplated hereby.
(c) Copies of the Articles of Incorporation and Bylaws of the Borrower, certified by the Secretary or Assistant Secretary of the Borrower as being true and correct copies thereof.
(d) A certificate of good standing of the Borrower, dated not more than sixty (60) days prior to the date hereof and evidence satisfactory to the Bank that the Borrower is qualified to conduct its business in each state where it presently conducts such business.
(e) A signed copy of a certificate of the Secretary or an Assistant Secretary of the Borrower which shall certify the names of the officers of the Borrower authorized to sign the Loan Documents and the other documents or certificates to be delivered pursuant to this Agreement by the Borrower or any of its officers, including requests for Advances, together with the true signatures of such officers. The Bank may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(f) The Guarantees, properly executed by each of the Guarantors, pursuant to which each such Guarantor unconditionally guarantees the full and prompt payment of all Obligations.
(g) The Guarantor Security Agreements, properly executed by each of the Guarantors, pursuant to which each Guarantor grants a security interest in all of such Guarantor's personal property assets as collateral for such Guarantor's obligations under such Guarantor's Guaranty.
(h) A certified copy of the resolutions of the board of directors or members, as the case may be, and shareholders, if necessary, of each of the Guarantors evidencing approval of each Guarantor's Guaranty and Guarantor Security Agreement.
(i) Copies of the articles of incorporation and bylaws, or articles of organization and operating agreements, as the case may be, of each Guarantor, as the case may be, certified by an officer of member, as the case may be, of such Guarant...
Conditions Precedent to the Initial Advances. The obligation of each Lender to make the initial Advance is subject to (i) receipt by the Administrative Agent of the following items which are to be delivered, in form and substance reasonably satisfactory to each Lender, with a copy (except for the Notes and this Agreement) for each Lender, and (ii) satisfaction of the following conditions which are to be satisfied:
(a) A loan certificate of each Obligor certifying as to the accuracy of its representations and warranties in the Loan Documents, certifying, in the case of any such Obligor, that no Default or Event of Default has occurred, and including a certificate of incumbency with respect to each Authorized Signatory, and including (i) a copy of the articles or certificate of incorporation or other organizational documents of such Obligor, certified to be true, complete and correct by the secretary of state of its state of organization, (ii) a copy of a certificate of good standing and a certificate of existence for its state of organization and, in the case of any such Obligor, each state in which the nature of its business requires it to be qualified to do business, (iii) a copy of such Obligor's bylaws, partnership agreement or similar document, certified to be true, complete and correct by its secretary or general partner, as the case may be, and (iv) a copy of corporate or similar resolutions authorizing the execution, delivery and performance of the Loan Documents to be executed by such Obligor;
(b) a duly executed Facility A Term Loan Note and Facility B Term Loan Note, payable to the order of each Lender and in an amount for each Lender equal to its Specified Percentage of each Commitment, respectively;
(c) UCC searches in appropriate jurisdictions where Collateral is located;
(d) opinions of counsel to each Obligor addressed to the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and Special Counsel, dated the Agreement Date, and covering certain of the matters set forth in Sections 4.1(a), (b), (c), (h), (m), (n) and (p) and such other matters incident to the transactions contemplated hereby as the Administrative Agent or Special Counsel may reasonably request;
(e) reimbursement for the Administrative Agent for Special Counsel's reasonable and customary fees (on an hourly basis) and expenses rendered through the Agreement Date;
(f) evidence that all proceedings of each Obligor taken in connection with the transactions contemplated by this Agreement and th...
Conditions Precedent to the Initial Advances. The obligation of each Lender to make its initial Advance is subject to the condition precedent that the Agent shall have received on or before the day of the initial Borrowing the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(a) The Revolving Notes payable to the order of the Lenders, respectively.
(b) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(d) A favorable opinion of Pillsbury Madison & Sutro, counsel for the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Agent may reasonably request.
(e) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit F hereto.
Conditions Precedent to the Initial Advances. The Lender’s obligation to make the initial Advances shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender:
(a) This Agreement.
(b) The Canadian Revolving Note, the Equipment Term Note and the European Revolving Note.
(c) Each of the Security Documents.
(d) A true and correct copy of any and all leases pursuant to which the Borrower is leasing the Premises, together with a landlord’s disclaimer and consent with respect to each such lease, in form and substance acceptable to the Lender.
(e) A true and correct copy of any and all mortgages pursuant to which the Borrower has mortgaged the Premises, together with a mortgagee’s disclaimer and consent with respect to each such mortgage, in form and substance acceptable to the Lender.
Conditions Precedent to the Initial Advances. Lenders’ agreement to lend or re-lend amounts to Borrower pursuant to the Revolving Loan is conditioned upon prior or simultaneous delivery by Borrower to Agent, and Agent’s satisfactory review, of the Loan Documents properly executed, and the other information, all as set forth on the Document List.
Conditions Precedent to the Initial Advances. 31 Section 3.2 CONDITIONS PRECEDENT TO ALL ADVANCES................... 33
Conditions Precedent to the Initial Advances. The obligation of each Issuing Bank and each Lender to make the initial Advances hereunder is subject to the satisfaction (or waiver in accordance with Section 9.01) of the following conditions precedent on or prior to the date of such initial Advances:
