Conditions to Sample Clauses
Conditions to. Each Borrowing and each Letter of Credit. The obligation of each Bank to loan its Commitment Percentage of each Borrowing and the obligation of Administrative Agent to issue a Letter of Credit on the date such Letter of Credit is to be issued is subject to the further satisfaction of the following conditions:
(a) timely receipt by Administrative Agent of a Request for Borrowing or a Request for Letter of Credit (as applicable);
(b) immediately before and after giving effect to such Borrowing or issuance of such Letter of Credit, no Default or Event of Default shall have occurred and be continuing and the funding of such Borrowing or the issuance of the requested Letter of Credit (as applicable) shall not cause a Default or Event of Default;
(c) the representations and warranties of Borrower contained in this Agreement and the other Loan Papers shall be true and correct in all material respects on and as of the date of such Borrowing or issuance of such Letter of Credit (as applicable), with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing or issuance of such Letter of Credit (as applicable) or, if such representations and warranties are expressly limited to particular dates, as of such particular dates;
(d) after giving effect to such Borrowing or issuance of such Letter of Credit, the Outstanding Credit shall not exceed the Borrowing Base;
(e) no Material Adverse Change shall have occurred;
(f) the funding of such Borrowing or the issuance of such Letter of Credit (as applicable) shall be permitted by applicable Law; and
(g) such Borrowing in such Letter of Credit shall be used only for a purpose permitted under the Agreement. The funding of each Borrowing and the issuance of each Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower on the date of such Borrowing and the date of issuance of each Letter of Credit as to the facts specified in Sections 7.2(b) through 7.2(e).
Conditions to. Each Party's Obligations to Effect the ---------------------------------------------------- Merger. The respective obligation of each party to effect the Merger is subject ------ to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to. Execution Of This Amendment. Any provision contained ----------------------------------------- herein or in the Agreement to the contrary notwithstanding, Bank's execution of this Amendment is subject to the following:
(a) Bank shall have first received a certified copy of the resolutions of Borrower, duly adopted at a meeting duly held authorizing the execution, delivery and performance of this Amendment in accordance with its terms;
(b) All representations and warranties made in the Agreement and herein shall be true and correct in all material respects as of the date hereof and, by execution of this Amendment, each Borrower hereby certifies same to Bank;
(c) No Borrower shall have defaulted, or taken or failed to take any action which, unless corrected, would give rise to a default on any of its obligations to Bank;
(d) No action or omission exists as of the date hereof which constitutes, or which, with the passage of time, would constitute a Default or Event of Default, and each Borrower shall have certified the same to Bank by a duly authorized officer;
(e) Each Borrower shall be in compliance with all covenants of the Agreement, as amended;
(f) All documents and filings necessary to maintain and perfect Bank's security interest in the collateral provided for in the Loan Documents shall be in full force and effect, and all actions necessary to maintain and perfect the same shall have been taken;
(g) No material adverse change in the financial condition of the Borrowers taken as a whole shall have occurred since January 10, 2003;
(h) Bank shall have received the following documents, duly executed and delivered by all parties thereto, and otherwise satisfactory in form and content to Bank and its counsel
(i) An Amended and Restated Revolving Credit Note in the form of Exhibit A attached --------- hereto (which shall also serve as the revised Exhibit A of the Agreement); ---------
(iii) A non-refundable modification fee in the aggregate amount of $75,000.00;
(iv) An Amended and Restated Equipment Lease (or similar modification document) between the Borrowers and the Bank with respect to the equipment and related items utilized by the Borrowers at the Borrowers' nitrogen plant located in Abilene Texas;
(v) A photocopy of a fully executed original of the Subordinated Convertible Debenture Purchase Agreement, and evidence that Parent has received an amount not less than $8,000,000.00 with respect to the sale of such debentures;
(vi) The favorable written op...
Conditions to. Each Advance. In addition, without prejudice to the uncommitted nature of the credit facility provided for herein, no Advance will be made to a Borrower unless the following conditions precedent have been satisfied, or waived by the Lender in its sole discretion:
(a) Each of the representations and warranties made by such Borrower in or pursuant to this Agreement shall be true and correct in all material respects on and as of the relevant Borrowing Date, both immediately prior to and after giving effect to such Advance and to the application of the proceeds thereof, as if made on and as of such date.
(b) The Lender shall have received a Note, if requested pursuant to Section 2.4(c), executed and delivered by two Responsible Officers of such Borrower.
(c) No Default or Event of Default shall have occurred with respect to such Borrower and be continuing on such date or after giving effect to such Advance.
(d) The Lender shall be satisfied that the Advances to such Borrower and the use of proceeds thereof comply in all respects with Regulation U; and to the extent required by Regulation U the Lender shall have received a current list of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to the Lender and in compliance with Section 221.3(c)(2) of Regulation U.
(e) All proceedings, and all documents and instruments executed or delivered pursuant to this Agreement shall be satisfactory in substance to the Lender, and the Lender shall have received such other documents and legal opinions in respect of the transactions contemplated hereby or thereby as it shall reasonably request. Each Borrowing by a Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date thereof that the conditions contained in this Section 4.2 have been satisfied with respect to such Borrower.
Conditions to all Loans after the Closing Date. The obligation of any Lender to fund a Delayed Draw Term Loan or a Third Restatement Delayed Draw Term Loan after the Closing Date or the Administrative Agent to assist the Borrower in such extension of credit, is subject to 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 such Loan (or such Lender agreeing to waive such condition in writing):
Conditions to. EFFECTIVENESS This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): A.
Conditions to. EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The obligations of the Company, Parent and Merger Sub to effect the Merger are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to. Each Advance to EGF VI . Unless waived in writing by Requisite Lenders, the obligation of any Lender to make any Advance to EGF VI (or any Marine Subsidiary or Owner Trustee of EGF VI) (including the initial Advance) is subject to the satisfaction of the following further condition precedent:
Conditions to. EFFECTIVENESS ARTICLE III
Conditions to. THEOBLIGATIONS OF THE SELLER ------------------------------------------ The obligations of the Seller to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part by the Seller: