Conditions to Availability. The obligation of each Lender to make its initial Loan and of each Issuing Bank to issue its initial Letter of Credit hereunder is subject to the occurrence of the Closing Date and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions precedent:
(a) The Administrative Agent shall have received from the Borrower, each Initial Guarantor and each other wholly owned Material Subsidiary (i) either (A) a counterpart of the Guarantee Agreement signed on behalf of such party or (B) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement (it being understood that arrangements will be made to subsequently deliver original executed counterparts if requested by the parties thereto) and (ii) either (A) a counterpart of the Collateral Agreement and each other Security Document to be entered into by such party on the Availability Date, in each case, signed on behalf of such party or (B) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Collateral Agreement and each such other Security Document (it being understood that arrangements will be made to subsequently deliver original executed counterparts if requested by the parties thereto).
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Availability Date) of counsel to each of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions, the incumbency of the persons executing this Agreement and the other Loan Documents on behalf of the Loan Parties and any other legal matters relating to the Loan Parties, any Loan Document or the Transactions that shall have been reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received a certificate, dated the Availability Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction as of the Availability Date of the condi...
Conditions to Availability. The conditions referred to in Clause 3.1 are that:
(a) the Expected Drawdown Date and Actual Drawdown Date must be a Business Day during the Availability Period;
(b) there shall be no more than a single Advance and the Loan shall not exceed the lesser of $75,000,000 and 59% of the aggregate Fair Market Value of the Valuation Ships;
(c) the outstanding principal amount of the Advances shall not exceed the Total Commitments; and
(d) the applicable conditions precedent stated in Clause 8 hereof shall have been satisfied or waived as provided therein.
Conditions to Availability. The conditions referred to in Clause 3.1 are that:
(a) the Expected Drawdown Date and Actual Drawdown Date must be a Business Day during the applicable Availability Period;
(b) in respect of the Tranche B Loan:
(i) there shall be no more than two Advances in respect of each Additional Ship to finance (A) any deposit of up to 10% of the purchase price stated in the relevant Additional Ship MOA and (B) the balance of such purchase price remaining due after deduction of any amount advanced to pay the deposit; and
(ii) the aggregate outstanding principal amount of the Tranche A Loan and the Tranche B Loan (on a pro forma basis after giving effect to the proposed Advance in respect of the Tranche B Loan) shall not exceed 60% of the aggregate Fair Market Value of the Ships;
(c) the outstanding principal amount of each Tranche of the Loan shall not exceed the amounts stated in Clause 2.1 for such Tranche (or the Commitments in respect of such Tranche);
(d) each Advance shall be in an amount of not less than $1,000,000 and there shall be nor more than eight (8) Advances outstanding at any time; and
(e) the applicable conditions precedent stated in Clause 8 hereof shall have been satisfied or waived as provided therein.
Conditions to Availability. The Lender will not be obliged to advance the Loan unless on the date of this agreement and before the Drawdown Date, the Lender has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions precedent to Drawdown) in form and substance satisfactory to the Lender.
Conditions to Availability. The conditions referred to in Clause 3.1 are that:
(a) the Expected Drawdown Date and the Actual Drawdown Date must be a Business Day during the Availability Period;
(b) each Advance in respect of the Tranche A Loan shall be applied to pay each installment of the Contract Price stated in the relevant Shipbuilding Contract or, in the case of the first such Advance, to refinance UP Offshore Bahamas’ previous payment of such installment, provided that subject to Clause 3.2(f), any portion of the Tranche A Loan that remains available after all installments have been paid under the relevant Shipbuilding Contract may be advanced to the Borrower in conjunction with the Advance of the Tranche B Loan for a Ship;
(c) Advances of the Tranche A Loan during the Pre-Delivery Period in respect of each Ship shall not exceed $3,450,000 per Advance and in the aggregate for each Ship the lesser of (i) 60% of the relevant Construction Cost and (ii) $13,800,000;
Conditions to Availability. The conditions referred to in Clause 3.1 are that:
(a) the Expected Drawdown Date shall be a Business Day during the Availability Period;
(b) the Advance shall be applied as payment for the acquisition of the Ship by the Borrower that shall not then own the Ship and shall not (i) exceed the purchase price of the Ship as stated in the Memorandum of Agreement for the Ship or (ii) exceed the lesser of the Initial Aggregate Commitment and the sum of all Commitments;
(c) there shall be no more than one Advance; and
(d) the applicable conditions precedent stated in Clause 8 shall have been satisfied or waived as provided therein.
Conditions to Availability. The availability of the Commitments hereunder and the occurrence of the Availability Date is subject to the following conditions precedent:
(i) The Closing Date shall have occurred.
(ii) The Qualified Public Offering shall have been consummated on or prior to the Outside Date.
(iii) The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower certifying that, after giving effect to Section 4.02(b) below, no Default or Event of Default has occurred and is continuing as of the Availability Date.
(iv) Any fees required to be paid on or before the Availability Date (or the Availability Payment Date) shall have been paid as of such date to the extent invoiced prior to such date.
(v) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of one external counsel to the Administrative Agent (directly to such counsel on such date if requested by the Administrative Agent) to the extent invoiced at least two Business Days prior to such date.
Conditions to Availability. The agreement of each Lender to make the initial Revolving Facility available on the Closing Date is subject to the satisfaction, prior to or concurrently with the Closing Date, of the following conditions precedent:
Conditions to Availability. 33 3.1.1 Execution and Delivery of Loan Documents.......................33 3.1.2 Corporate Authority............................................33 3.1.3 Legal Opinion..................................................34 3.1.4 Perfected Security Interests...................................34 3.1.5 Termination of Commitments and Liens under Existing Credit Agreement......................................34 3.1.6
Conditions to Availability. The obligation of each Lender to deliver its Loan proceeds to the Agent, and the obligation of the Agent to disburse such proceeds to the Borrower, on the date of the initial Loan hereunder are subject, in addition to the satisfaction of the conditions precedent to all Loans set forth in Section 3.2 and the special condition set forth in Section 3.3, to the satisfaction of the following conditions precedent on or before the earlier of (a) September 30, 1997, or (b) the date of the initial Loan (the date as of which the conditions precedent set forth in this Section 3.1 are satisfied, the "Availability Date"):
