Conditions Precedent to the Initial Loan. The obligation of the Lender to make a Loan on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such day, in form and substance satisfactory to the Lender:
(i) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly...
Conditions Precedent to the Initial Loan. The obligation of the Bank to make its initial Loan shall be subject to the satisfaction of each of the following conditions precedent on or before the Closing Date:
Conditions Precedent to the Initial Loan. The obligation of ----------------------------------------- Lender to make its Loan on the initial Borrowing Date (the "Closing Date") shall be subject to the satisfaction on or before the Closing Deadline of each of the following conditions precedent before or concurrently with the initial Loan:
Conditions Precedent to the Initial Loan. As a condition precedent to making the initial Loan hereunder, the Lender must receive the following from the Borrower in form satisfactory to the Lender:
(i) the enclosed duplicate of this Agreement, together with any fee letter to be delivered in connection with this Agreement, duly executed and delivered on behalf of the parties thereto;
(ii) a Certificate of Limited Partnership, certified by the Delaware Secretary of State;
(iii) a certificate of status or good standing of each Loan Party as of a date acceptable to Lender from the State of Delaware and from the State of California;
(iv) a borrowing resolution or other evidence of the Borrower’s authority to borrow, certified by the General Partner;
(v) a certificate of incumbency from the General Partner;
(vi) a copy of the Partnership Agreement (including the current versions of all exhibits thereto), certified by the General Partner;
(vii) copies of the organizational documents of the General Partner, certified by the General Partner;
(viii) a certificate of the Borrower certifying compliance with the covenant set forth in Section 4(b)(v) below and providing corresponding calculations;
(ix) a summary of the Limited Partners bound by subscription agreements, and the amounts of their respective LP Commitments, as of the Closing Date, and, if requested by the Lender, certified copies of all duly executed subscription agreements from the Limited Partners as of the Closing Date; and
(x) such other documents and certificates as the Lender may reasonably request.
Conditions Precedent to the Initial Loan. The obligation of the Lender to make the initial Loan hereunder is subject to the receipt of or satisfaction of each of the following items in addition to the applicable conditions precedent set forth in Section 6.l above, all of which must be satisfactory to the Lender in form and substance:
Conditions Precedent to the Initial Loan. The obligation of each Lender to make its Loan on the initial Borrowing Date shall be subject to the satisfaction of each of the following conditions precedent before or concurrently with the making of such initial Loan:
Conditions Precedent to the Initial Loan. The obligation of the Lender to make the Initial Loan on the Effective Date shall not become effective until the date on which each of the following conditions is satisfied (or waived) as determined by the Lender in its sole discretion:
Conditions Precedent to the Initial Loan. The obligation of Lender to make the Initial Loan is subject to the satisfaction of all of the following conditions precedent:
Conditions Precedent to the Initial Loan. The agreement of Schering to make each Loan, including the first loan to be made after the date hereof (the “Initial Loan”), is subject to the satisfaction, or written waiver by Schering, concurrently with the making of each such Loan (except as otherwise specified herein), of the following conditions precedent:
Conditions Precedent to the Initial Loan. The obligation of each Bank to make its initial Loan to the Borrower is subject to the conditions precedent that the Agent shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each Bank:
