Conditions to Borrowing. The Bank will not be obligated to make (or continue to make) advances hereunder unless (i) the Bank has received executed originals of the Note and all other documents or agreements applicable to the loans described herein, including but not limited to the documents specified in Article III (collectively with this Agreement the “Loan Documents”), in form and content satisfactory to the Bank; (ii) if the loan is secured, the Bank has received confirmation satisfactory to it that the Bank has a properly perfected security interest, mortgage or lien, with the proper priority; (iii) the Bank has received certified copies of the Borrower’s governance documents and certification of entity status satisfactory to the Bank and all other relevant documents; (iv) the Bank has received a certified copy of a resolution or authorization in form and content satisfactory to the Bank authorizing the loan and all acts contemplated by this Agreement and all related documents, and confirmation of proper authorization of all guaranties and other acts of third parties contemplated hereunder; (v) if required by the Bank, the Bank has been provided with an Opinion of the Borrower’s counsel in form and content satisfactory to the Bank confirming the matters outlined in Section 2.2 and such other matters as the Bank requests; (vi) no default exists under this Agreement or under any other Loan Documents, or under any other agreements by and between the Borrower and the Bank; and (vii) all proceedings taken in connection with the transactions contemplated by this Agreement (including any required environmental assessments), and all instruments, authorizations and other documents applicable thereto, are satisfactory to the Bank and its counsel.
Conditions to Borrowing. The obligation of each Lender to make its Loans hereunder is subject solely to the receipt by the Administrative Agent of a Loan Notice therefor in accordance with Section 2.02 and to the satisfaction (or waiver in accordance with Section 11.01) of the following conditions precedent (or simultaneous, to the extent specified herein) on or after the Effective Date:
(a) The Administrative Agent’s receipt of the following, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), followed promptly after the Closing Date by originals, provided that the delivery of any originals shall not be a condition precedent to the Closing Date:
(i) a certificate, dated the Closing Date and signed by a Responsible Officer of Ultimate Parent, certifying that the conditions specified in Sections 4.02(b), 4.02(c), 4.02(d) and 4.02(e) have been satisfied on and as of the Closing Date, in the form attached as Exhibit G hereto; and
(ii) a certificate, dated the Closing Date and signed by the chief executive officer, chief financial officer or treasurer of Ultimate Parent, as to the financial condition and Solvency of Ultimate Parent and its Subsidiaries (on a consolidated basis, after giving effect to the Transactions), in the form attached as Exhibit H hereto.
(b) Since November 16, 2014, no “Company Material Adverse Effect” (as defined in the Allergan Merger Agreement) shall have occurred and be continuing.
(c) The Allergan Acquisition shall have been, or substantially simultaneously with the making of the Loans shall be, consummated in accordance with the terms of the Allergan Merger Agreement without giving effect to any amendments, modifications, supplements, waivers or consents thereto after November 16, 2014, by Ultimate Parent or any of its Affiliates that are materially adverse to the interests of the Lenders and not approved by the Arrangers (which approval shall not be unreasonably withheld, conditioned or delayed). It is understood and agreed that (i) no increase in consideration shall be deemed to be materially adverse to the interests of the Lenders so long as such increase is solely in the form of additional Equity Interests in Ultimate Parent and (ii) any amendment to the definition of “Company Material Adverse Effect” (including by means of any such amendment to the definition of “Effects”) in the Allergan Merger Agreement shall be deemed materially adverse to the interests of the Lenders.
Conditions to Borrowing. The obligations of the Lender to make the Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived by Lender (the “Effective Date”):
(a) The Lender shall have received a certificate from the secretary of the Borrower and each Guarantor attaching (i) a true and complete copy of the resolutions of its managing person and of all documents evidencing all necessary partnership, limited liability company or corporate action (in form and substance satisfactory to the Lender) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its Organizational Documents, (iii) setting forth the incumbency of its officer or officers or other analogous counterpart who may sign the Loan Documents, including therein a signature specimen of such officer or officers, and (iv) attaching a certificate of good standing of the Secretary of State of the jurisdiction of its formation.
(b) Lender (or its counsel) shall have received from each party hereto either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence satisfactory to Lender (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(c) The Lender shall have received a Note for each Loan duly signed on behalf of the Borrower.
(d) Each Guarantor party hereto shall have duly signed this Agreement.
(e) The Lender shall have received the following, each dated the date of the initial Loan hereunder (unless otherwise specified), in form and substance satisfactory to the Lender, and in sufficient copies:
(i) proper Form UCC-1 financing statements under the Uniform Commercial Code for all jurisdictions that the Lender may deem necessary or desirable in order to perfect and protect the first and only priority Liens and security interests created hereunder and under the Loan Documents, covering the Collateral;
(ii) evidence of the completion of all other recordings and filings of or with respect to the Lien created hereby that the Lender may deem necessary or desirable in order to perfect and protect the Liens created hereby;
(iii) with respect to each Vessel described on Schedule 5, the following:
(A) a First Preferred Mortgage covering such Vessel duly executed by the Borrower and, in connection therewith, such Vessel shall have been duly documented ...
Conditions to Borrowing. The making of the Advances hereunder is subject to the following conditions precedent:
Conditions to Borrowing. The making of any Loan hereunder is subject to the following conditions precedent:
Conditions to Borrowing. Unless otherwise agreed to by the Agent and the Banks and subject to the performance by the Loan Parties of their other obligations under the Loan Documents, the Banks shall have no obligation to advance any funds to the Borrower or to issue or renew any Letter of Credit until all legal matters incident to the transactions contemplated by the Loan Documents are resolved in a manner satisfactory to Agent and the Banks and until the Borrower shall have provided Agent with the following:
A. This Agreement, the Notes, Mortgage, Guaranty Agreements, Security Agreements, Pledge Agreement, Financing Statements and other Loan Documents duly executed by the appropriate Loan Parties and all in form and substance satisfactory to Agent and the Banks.
B. Evidence satisfactory to Agent and the Banks authorizing the execution and delivery by each Loan Party of this Agreement, the Notes, the Mortgage, the Guaranty Agreements, the Security Agreement, the Pledge Agreement, the Financing Statements and the other Loan Documents.
C. Opinions of counsel for the Loan Parties, addressed to Agent and the Banks, satisfactory to Agent's counsel, relating to such matters as the Agent may reasonably require.
D. Certificates executed by the Borrower stating that no defaults have occurred which are unremedied or unwaived under any agreement, lease, assignment or other document or instrument by or through which the Borrower or Subsidiary has any rights, titles or interests in connection with the Property.
E. Evidence satisfactory to Agent and the Banks that there has been recorded in the appropriate offices documents and instruments establishing that the Borrower and the Subsidiary have good and marketable rights, titles and interests in and to the Property and delivery to the Banks of copies of all the documents and instruments pursuant to which, or establishing that, the Borrower and the Subsidiaries have acquired such rights, titles and interests.
F. Evidence satisfactory to Agent and the Banks of the recordation and filing of the Mortgage, the Financing Statements and any other Loan Document as soon as possible after the date hereof, but in any event no later than ten (10) days after the date hereof.
G. Delivery to the Agent of all original certificates of stock or membership units of all Restricted Subsidiaries of the Borrower, together with duly executed undated stock powers in blank.
H. Delivery to the Agent of all original executed intercompany notes, if any, to be pledged in acc...
Conditions to Borrowing. The agreement of each Lender to make the Term Loans on the Closing Date is subject to the satisfaction (or waiver), prior to or concurrently with the making of such Term Loans, of the following conditions precedent:
Conditions to Borrowing. The obligation of any Bank to make its Loan hereunder is subject to the further conditions precedent that:
(a) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof the following statements shall be true:
(1) no Default shall have occurred and be continuing;
(2) the representations and warranties made by the Borrower in Section 7 hereof and by the Guarantors in the Guaranty Agreement shall be true on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date, or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date; and Credit Agreement
(b) no law, regulation or decree shall be applicable which in the opinion of any Bank restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby and there shall have occurred no material adverse change in the political, economic or financial condition of Mexico or in the market for loan or debt securities for Mexican borrowers;
(c) the Drawdown Date shall be on or before the Commitment Termination Date; and
(d) the Administrative Agent shall have received a Note payable to each Bank in accordance with Section 2.05. The Notice of Borrowing by the Borrower hereunder shall constitute a certification by the Borrower to the effect that the conditions set forth in subclauses (1) and (2) of clause (a) of this Section 6.02 have been fulfilled (both as of the date of such notice and, unless the Borrower otherwise notifies the Administrative Agent prior to the Drawdown Date, as of the Drawdown Date).
Conditions to Borrowing. The obligation of each Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
Conditions to Borrowing. 38 SECTION 5.1 Initial Borrowing.............................................................38 SECTION 5.1.1 Resolutions, etc.........................................................39 SECTION 5.1.2 Delivery of Notes........................................................39 SECTION 5.1.3 Applicable Margin........................................................39 SECTION 5.1.4 Guaranty.................................................................39 SECTION 5.1.5 Pledge Agreements........................................................39 SECTION 5.1.6 Security Agreements......................................................39 SECTION 5.1.7 Intellectual Property Assignment.........................................40 SECTION 5.1.8 Opinions of Counsel......................................................40 SECTION 5.1.9 Agreements...............................................................40 SECTION 5.1.10 Closing Fees, Expenses, etc.............................................40 SECTION 5.2 All Borrowings and Letters of Credit..........................................40
