Conditions Precedent to the Initial Term Loan. The obligation of each Lender to make the Initial Term Loan provided for hereunder 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 (the making of such Term Loan by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).
Conditions Precedent to the Initial Term Loan. The obligation of each Term Lender to make its portion of the Initial Term Loan on the Closing Date is subject to satisfaction or waiver of the following conditions in a manner reasonably satisfactory to the Term Agent:
Conditions Precedent to the Initial Term Loan. The obligation of the Lenders to make the Initial Term Loan is subject to the conditions precedent that:
Conditions Precedent to the Initial Term Loan. Each Lender’s obligation to make the Initial Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:
Conditions Precedent to the Initial Term Loan. The obligation of Lender to make its Initial Term Loans hereunder is, in addition to the conditions precedent specified in Section 5.2 hereof and on Exhibit A, subject to the fulfillment of the following conditions and to the receipt by Lxxxxx of the documents described below, duly executed and in form and substance reasonably satisfactory to Lender and its counsel: (i) a Corporate Borrowing Certificate, substantially in the form attached hereto as Exhibit F, duly executed and delivered by a Responsible Officer of Bxxxxxxx, together with (a) copies of the organizational and charter documents of Borrower (e.g., Articles or Certificate of Incorporation and Bylaws), as amended through the Effective Date and (b) a copy of the resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance by Borrower of the Loan Documents; (ii) original counterparts of this Agreement and the other Loan Documents (including, without limitation, the Warrant, substantially in the form attached hereto as Exhibit E), with all schedules completed and attached thereto, and disclosing such information as is reasonably acceptable to Lender; (iii) UCC lien, judgment, bankruptcy and tax lien searches of Borrower from such jurisdictions or offices as Lender may reasonably request, all as of a date reasonably satisfactory to Lender and its counsel; (iv) a certificate of status or good standing of Borrower as of a date acceptable to Lender from the jurisdiction of Borrower’s organization and any foreign jurisdictions where Borrower is qualified to do business and the failure to be so qualified could reasonably be expected to have a Material Adverse Change; (v) insurance certificates showing Lender as loss payee or additional insured on Borrower’s commercial general liability and business personal property insurance policies; (vi) filing copies (or other evidence of filing satisfactory to Lender and its counsel) of such UCC financing statements, collateral assignments, account control agreements, and termination statements, with respect to the Collateral as Lender shall reasonably request; (vii)
Conditions Precedent to the Initial Term Loan. The obligation of each Lender to make its initial Loan hereunder is, in addition to the conditions set forth in Section 3.2 hereof, subject to the fulfillment, to the reasonable satisfaction of Agents and each Lender and its counsel, of each of the following conditions on or before the Closing Date: (a) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the USA PATRIOT Act; (b) The Agents shall have received the results of a recent lien, tax lien, judgment and litigation search in each of the jurisdictions or offices in which UCC financing statement or other filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties (or would have been made at any time during the five years immediately preceding the Closing Date to evidence or perfect Liens on any assets of the Loan Parties), and such search shall reveal no Liens or judgments on any of the assets of the Loan Parties, except for Permitted Liens or Liens and judgments to be terminated on the Closing Date pursuant to documentation satisfactory to the Agents; (c) The Lenders shall have completed all legal and business due diligence, including management background checks; (d) The Agents shall have received this Agreement, any Notes, the Negative Pledge Agreement, the Security Agreement and each other Loan Document, each duly
