Conditions Precedent to the Initial Borrowing Clause Samples
The 'Conditions Precedent to the Initial Borrowing' clause sets out specific requirements that must be satisfied before a borrower can access the initial loan funds under an agreement. Typically, these conditions include the delivery of certain documents, evidence of compliance with legal and financial covenants, and confirmation that no default has occurred. By establishing these prerequisites, the clause ensures that the lender's risk is minimized and that all necessary legal and financial safeguards are in place before any money is disbursed.
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Conditions Precedent to the Initial Borrowing. The Borrower may not obtain any Borrowing under the Facility until the following conditions precedent have been fulfilled to the satisfaction of the Lender:
(a) no Material Adverse Change has occurred since December 31, 2003;
(b) Qualifying Securities consisting of 2,400,000 Neurochem Shares must have been made subject to the Lender's Security pursuant to Article 9;
(c) all fees and expenses owing by the Borrower to the Lender at the time of execution of this Agreement must have been paid in full;
(d) the Lender must have received, in form and substance satisfactory to it, each of the following documents:
(i) a copy of the constitutive documents of each of the Borrower and the corporate Guarantors;
(ii) a certificate of good standing in respect of the Borrower and the corporate Guarantors;
(iii) a copy of the documents evidencing the authority and attesting to the authenticity of the signatures of the Persons acting on behalf of each of the Borrower and the Guarantors;
(iv) the Security Documents required to be delivered pursuant to Article 9;
(v) the audited consolidated financial statements of the Borrower and Power Technology and the unaudited financial statements of Luxco for the fiscal year ended December 31, 2003 (as approved in writing by at least one director of Luxco), the unaudited balance sheet of Luxco as at July 12, 2004 and the balance sheet of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as at June 30, 2004;
(vi) a Borrowing Base report in the form of Schedule "D", as of the second Business Day prior to the initial Borrowing;
(vii) a direction of payment for the repayment and cancellation of the credit facility previously made available to the Borrower by Royal Bank of Canada; and
(viii) legal opinions addressed to the Lender from counsel to the Borrower and the Guarantors and counsel to the Lender, relating to such matters as the Lender may reasonably require.
Conditions Precedent to the Initial Borrowing. The obligation of the Lenders to make the Initial Loans and the obligation of the respective Facing Agent to issue and the Lenders to participate in Letters of Credit under this Agreement shall be subject to the fulfillment, at or prior to the Initial Borrowing Date, of each of the following conditions:
Conditions Precedent to the Initial Borrowing. The obligation of each Lender to make Initial Term Loans on the Closing Date is subject at the time of the making of such Initial Term Loans to the satisfaction or waiver (in accordance with Section 12.12) of the following conditions:
Conditions Precedent to the Initial Borrowing. The initial Credit Event under this Agreement shall be subject to the fulfillment, at or prior to the Initial Borrowing Date, of each of the following conditions:
Conditions Precedent to the Initial Borrowing. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent, each in form and substance satisfactory to the Administrative Agent and the Arranger (other than any Fee Letter, which shall be in form and substance satisfactory to the Arranger in the case of the Arranger Fee Letter or the Administrative Agent in the case of the Agent Fee Letter):
(a) The Administrative Agent or its designees shall have received the following documents, 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):
Conditions Precedent to the Initial Borrowing. The obligation of each Bank to make its initial Advance is subject to the fulfillment of all of the following conditions: The Agent shall have received on or before the day of the initial Borrowing all of the following, each dated the day of the initial Borrowing, in form and substance satisfactory to the Agent and its counsel.
(a) A Base Rate A Note, a Eurodollar A Note, a Fixed Rate B Note and a Eurodollar B Note drawn to the order of each Bank executed and delivered by the Company to the Agent for delivery to each Bank.
(b) Copies of all documents, certified by an officer of the Company, evidencing necessary corporate action by the Company and governmental approvals, if any, with respect to this Agreement and the Notes.
5.01 (c) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign the Notes and the other documents to be delivered hereunder, together with true specimen signatures of such officers and facsimile signatures of officers authorized to sign by facsimile signature. Each Bank may conclusively rely on such certificate until it shall have received a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting signatures of the officers named in such further certificate.
Conditions Precedent to the Initial Borrowing. The Borrower may not obtain any Borrowing under the Revolving Facility until the following conditions precedent have been fulfilled to the satisfaction of the Lender:
Conditions Precedent to the Initial Borrowing. The initial Borrowing under this Agreement shall be subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent.
Conditions Precedent to the Initial Borrowing. The obligation of the Banks to fund the initial request for a Borrowing or issue any Letter of Credit is subject to the condition precedent that the Agent shall have received the following, each in form and substance satisfactory to the Agent:
(a) The Revolving Notes, properly executed on behalf of the Borrower.
(b) The Guaranties, properly executed on behalf of the Guarantors.
(c) The Master Agreement for Standby Letters of Credit, properly executed on behalf of the Borrower.
(d) Current searches of appropriate filing offices showing that no state or federal tax liens have been filed and remain in effect against the Borrower or either Guarantor, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or either Guarantor, other than those for which the Agent has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1 of this Agreement.
(e) A certified copy of the resolutions of the board of directors of the Borrower and each of the Guarantors, respectively, evidencing approval of all Loan Documents to which the Borrower or such Guarantor, as applicable, is a party and the other matters contemplated hereby.
Conditions Precedent to the Initial Borrowing. The initial Borrowing on the Closing Date shall be subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent; provided that all terms set forth in this Article 6 shall have the meaning ascribed thereto in the Original Credit Agreement.