Conditions Precedent to the Loans. The obligations of the Banks hereunder and the obligation of each Bank to make the Initial Advance are subject to the condition precedent that Administrative Agent shall have received on or before the Execution Date (other than with respect to paragraphs (11) and (14) below, which shall be required by the Closing Date) each of the following documents, and each of the following requirements shall have been fulfilled:
Conditions Precedent to the Loans. The obligation of each Lender on the Funding Date to make any Loan requested to be made by it, shall be subject to the satisfaction of all of the following conditions precedent:
Conditions Precedent to the Loans. The obligation of each Lender to make its Loan on the date of the borrowing hereunder (the “Closing Date”) shall be subject to the satisfaction of each of the following conditions precedent before or concurrently with the making of the Loans:
Conditions Precedent to the Loans. (a) The obligation of the Lenders to make the Initial Loan hereunder is subject to satisfaction of the following conditions precedent:
(i) Receipt by the Administrative Agent of the following items, each in form and substance reasonably satisfactory to the Lenders:
(A) executed counterparts of this Agreement and the Guaranty, duly executed and delivered by each Loan Party that is a party hereto and thereto;
(B) executed counterparts of each Account Control Agreement, duly executed and delivered by the Borrower and the applicable Intermediary;
(C) if requested by any Lender, a Note (in the form of Exhibit B attached) evidencing the Loan executed by the Borrower in favor of such Lender;
(D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Initial Loan on the Closing Date;
(E) evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created hereunder has been taken, including without limitation UCC financing statements;
(F) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(G) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(H) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request;
(I) a certificate signed by a Responsible Officer of the Borrower certifying (a) as to the matters set forth in Section 2(a)(ii) below and (b) since December 31, 2013, there shall ha...
Conditions Precedent to the Loans. The obligations of the Banks hereunder and the obligation of each Bank to make the Initial Advance hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):
Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel:
(a) continuing unconditional and absolute guaranty by Xxxx Xxxx of all Obligations;
(b) a certificate executed by the President and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto;
(c) a certificate executed by the President and the Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Section 7;
(d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction;
(e) a release executed by the Bank of Xxxxx Xxxxx releasing all liens and security interests of the Bank of Xxxxx Xxxxx in the Collateral;
(f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral;
(g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company;
(h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity;
(i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity;
(j) a commitment for title insurance on the Real Property, acceptable to Fidelity;
(k) the Mortgage;
(l) a Subordination Agreement executed by Xxxx Xxxx (the "Subordination Agreement").
6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date...
Conditions Precedent to the Loans. The obligation of each Bank to make the initial Revolving Credit Advances and the obligation of the Agent to issue any Letter of Credit is subject to the Agent having received, on or before the day on which such Loans are to be made, all of the following which shall be in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each Bank:
(A) A copy, certified in writing as of the date hereof by the Secretary or Assistant Secretary of each Borrower, of (1) resolutions of the Board of Directors of such Borrower evidencing approval of this Agreement and the Notes and other matters contemplated hereby and (2) each document evidencing any other necessary corporate action and any required approvals from governmental authorities for each Borrower with respect to this Agreement or the Notes;
(B) Favorable opinions of counsel for each Borrower acceptable to the Agent dated the date hereof in form and substance reasonably satisfactory to the Agent;
(C) A certificate dated the date hereof by the Secretary or an Assistant Secretary of each Borrower as to the names and signatures of the officers of such Borrower authorized to sign this Agreement, the Notes and the other documents or certificates of such Borrower to be executed and delivered pursuant hereto. The Banks may conclusively rely on, and shall be protected in acting upon, such certificate until it shall receive a further certificate by the Secretary or an Assistant Secretary of such Borrower amending the prior certificate;
(D) This Agreement duly executed by the Borrowers;
(E) The Notes duly executed by the Borrowers;
(F) Payment by the Borrowers of all Fees then due;
(G) Copies of the Bylaws of each Borrower, certified as true, correct and complete by such Borrower's Secretary or Assistant Secretary on behalf of such Borrower;
(H) With respect to each Borrower, certificates dated within thirty (30) days of the date hereof for United States jurisdictions and, as the Agent may require, for jurisdictions outside the United States, issued by the Secretary of State (or similar official) of each jurisdiction in which such Borrower is incorporated or is qualified to do business, stating that such Borrower is a corporation duly incorporated or authorized to do business, as the case may be, and in good standing under the laws of such jurisdiction;
(I) For each Borrower, a certificate dated the date of this Agreement and executed by the chief executive officer, i...
Conditions Precedent to the Loans. SECTION 3.01 Conditions to the Closing Date and Closing Date Term Loans. In addition to the conditions precedent set forth in Schedule 2 of the Reaffirmation and Omnibus Amendment Agreement, each Lender’s obligation to fund the Closing Date Term Loans was also subject to its satisfactory completion of due diligence prior to Loan Parties entering into this Agreement with such Lender (including financial due diligence conducted by a service provider of such Lxxxxx’s choosing) and it having received evidence in form and substance satisfactory to it of the satisfaction of each of the following conditions precedent prior to or contemporaneously with the making of the Closing Date Term Loans and the consummation of the Loan Amendment Transactions (or such Lender agreeing to waive such condition):
Conditions Precedent to the Loans. (a) The obligation of the Lender to make the initial Loan to the Borrower is subject to the following conditions precedent:
Conditions Precedent to the Loans. The obligations of the Banks hereunder and the obligation of each Bank to be deemed to make the Term Loans hereunder are subject to the condition precedent that Administrative Agent shall have received the following documents, and each of the following requirements shall have been fulfilled:
