Conditions to Borrowing Sample Clauses
The 'Conditions to Borrowing' clause sets out the specific requirements that must be satisfied before a borrower can access loan funds under an agreement. Typically, these conditions include the delivery of certain documents, evidence of compliance with covenants, and confirmation that no default has occurred. For example, a lender may require up-to-date financial statements or proof of insurance before disbursing funds. This clause ensures that the lender's interests are protected by verifying the borrower's eligibility and readiness, thereby reducing the risk of lending.
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 making of the Advances 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 making of any Loan hereunder is subject to the following conditions precedent:
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 each Lender to honor a request for Borrowing under a Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower contained in Article V and in each other Loan Document, or which are contained in any document furnished by the Borrower at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02(a), the representations and warranties contained in Section 5.11(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01.
(b) No Default shall exist or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the Borrowing.
Conditions to Borrowing. The obligation of each Lender to make its Loans hereunder on the Closing Date is subject solely to satisfaction (or waiver) of the following conditions precedent, and upon satisfaction (or waiver) of such conditions each Lender shall make its Loans hereunder on the Closing 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 unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Parties, and each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date); provided that the delivery of any originals is not a condition precedent to the obligation of any Lender to make its Loans hereunder on the Closing Date:
(i) A Borrower Counterpart Agreement, executed by a Responsible Officer of each Borrower and a Subsidiary Counterpart Agreement, executed by a Responsible Officer of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Finance;
(ii) Notes executed by the applicable Borrowers in favor of each Lender requesting a Note at least two Business Days prior to the Closing Date;
(iii) a certificate signed by a Responsible Officer of each of the Loan Parties (A) certifying and attaching the resolutions adopted by such Loan Party authorizing the execution, delivery and performance of this Agreement and the Notes, if applicable, (B) certifying as to the incumbency and specimen signature of each Responsible Officer executing this Agreement and the Notes, if applicable, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the local equivalent) evidencing that such Loan Party is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization, (D) certifying and attaching a true and complete copy of the Organization Documents of such Loan Party and (E) in the case of the certificate of Parent only, certifying that the conditions specified in Sections 4.02 (b), (c) and (d) have been satisfied on and as of the Closing Date, in the form attached as Exhibit G hereto;
(iv) an executed legal opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form attached hereto as Exhibit H-1, (B) ▇▇▇▇▇▇▇▇, special Irish counsel for Pa...
Conditions to Borrowing. 35 5.1. Initial Borrowing......................................... 35 5.1.1.Resolutions, etc.......................................... 35 ▇.▇.▇.▇▇▇▇▇▇▇▇ of Notes......................................... 36 5.1.3.Applicable Margin......................................... 36 5.1.4.Guaranty.................................................. 36 5.1.5.Pledge Agreements......................................... 36 ▇.▇.▇.▇▇▇▇▇▇▇▇ Agreement........................................ 36 5.1.7.Intellectual Property Assignment.......................... 37 5.1.8.Opinions of Counsel....................................... 37 5.1.9.Agreements................................................ 37 5.1.10.Closing Fees, Expenses, etc.............................. 37 5.2. All Borrowings and Letters of Credit...................... 37 5.2.1.Compliance with Warranties, No Default, etc............... 37 5.2.2.Borrowing Request; LC Notice.............................. 38 5.2.3.Satisfactory Legal Form................................... 38 ARTICLE VI
Conditions to Borrowing. The obligation of each Lender to make a Borrowing available hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a Committed Loan Notice;
(ii) executed counterparts of this Agreement;
(iii) (A) an executed certificate from a Responsible Officer of the Borrower stating its intention to incur the Term Loans as “Additional Secured Debt” pursuant to Section 2.10(b)(i) of the Crossing Lien Intercreditor Agreement, together with any joinder required thereunder; and