Common use of Conditions to Closing and Initial Extensions of Credit Clause in Contracts

Conditions to Closing and Initial Extensions of Credit. The obligation of the Lender to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letter of Credit, if any, is subject to the receipt and satisfaction by the Lender of each of the following: (a) this Agreement, a Revolving Credit Note in favor of the Lender, the Security Documents and the Guaranty Agreement, together with any other applicable Loan Documents; (b) a certificate from a Responsible Officer of the Borrower to the effect that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete, (ii) after giving effect to the Closing Date, no Default or Event of Default has occurred and is continuing, (iii) after giving effect to the Closing Date, each Credit Party and each Subsidiary thereof is each Solvent and (iv) since December 31, 2015, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (i) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (ii) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (iii) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (iv) certificates as of a recent date of the good standing of such Credit Party under the laws of its jurisdiction of organization (or equivalent); (d) opinions of counsel to the Credit Parties addressed to the Lender with respect to the Credit Parties, the Loan Documents and such other matters as the Lender shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Lender); (e) all filings and recordations that are necessary to perfect the security in the Collateral and evidence (including lien searches) that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens); (f) payment of all reasonable costs and expenses (including legal fees and expenses) incurred by the Lender in connection with the transactions contemplated by this Agreement; (g) evidence of property, business interruption and liability insurance covering each Credit Party, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Lender as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), and if requested by the Lender, copies of such insurance policies; and (h) such other documents, certificates and instruments reasonably requested by the Lender with respect to the transactions contemplated by this Agreement.

Conditions to Closing and Initial Extensions of Credit. The obligation of the Lender to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letter of Credit, if any, is subject to the receipt and satisfaction by the Lender of each of the following: (a) this Agreement, a an amended and restated Revolving Credit Note in favor of the Lender, the Security Documents and the Guaranty Reaffirmation Agreement, together with any other applicable Loan Documents; (b) a certificate from a Responsible Officer of the Borrower to the effect that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete, (ii) after giving effect to the Closing Date, no Default or Event of Default has occurred and is continuing, (iii) after giving effect to the Closing Date, each Credit Party and each Subsidiary thereof is each Solvent and (iv) since December 31, 20152022, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.; (c) a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (i) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party have not been amended since the closing date of the Existing Credit Agreement, or if they have been amended, attached thereto are true, correct and all amendments theretocomplete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (ii) the bylaws or other governing document of such Credit Party as in effect on have not been amended since the Closing Dateclosing date of the Existing Credit Agreement, or if they have been amended, attached thereto are true, correct and complete copies of the same, (iii) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (iv) certificates as of a recent date of the good standing of such Credit Party under the laws of its jurisdiction of organization (or equivalent); (d) opinions of counsel to the Credit Parties addressed to the Lender with respect to the Credit Parties, the Loan Documents and such other matters as the Lender shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Lender); (e) all filings and recordations that are necessary to perfect the security in the Collateral and evidence (including lien searches) that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens); (f) payment of all reasonable costs and expenses (including legal fees and expenses) incurred by the Lender in connection with the transactions contemplated by this Agreement; (g) payment by the Borrower to the Lender of an upfront fee equal to $50,000; (h) evidence of property, business interruption and liability insurance covering each Credit Party, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Lender as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), and if requested by the Lender, copies of such insurance policies; and (hi) such other documents, certificates and instruments reasonably requested by the Lender with respect to the transactions contemplated by this Agreement.

Conditions to Closing and Initial Extensions of Credit. The obligation of the Lender to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letter of Credit, if any, is subject to the receipt and satisfaction by the Lender of each of the following: (a) this Agreement, a Revolving Credit Note in favor of the Lender, the Security Documents and the Guaranty Agreement, together with any other applicable Loan Documents; (b) a certificate from a Responsible Officer of the Borrower to the effect that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are truetrue and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to a Material Adverse Effect, in which case, such representation and warranty shall be true and correct and completein all respects, (ii) after giving effect to the Closing Date, no Default or Event of Default has occurred and is continuing, (iii) after giving effect to the Closing Date, each Credit Party and each Subsidiary thereof is each Solvent and (iv) since December 31, 20152019, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.; (c) a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (i) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (ii) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (iii) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (iv) certificates as of a recent date of the good standing of such Credit Party under the laws of its jurisdiction of organization (or equivalent); (d) opinions of counsel to the Credit Parties addressed to the Lender with respect to the Credit Parties, the Loan Documents and such other matters as the Lender shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the LenderLender without any obligation on the part of counsel to the Credit Parties to update its opinion after the Closing Date); (e) all filings and recordations that are necessary to perfect the security in the Collateral and evidence (including lien searches) that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens); (f) payment of (i) all reasonable costs and expenses (including legal fees and expenses) incurred by the Lender in connection with the transactions contemplated by this AgreementAgreement and (ii) the fees set forth or referenced in Section 2.7; (g) evidence of property, business interruption and liability insurance covering each Credit Party, evidence of payment of all insurance premiums for the current policy year of each policy Party (with appropriate endorsements naming the Lender as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), and if requested by the Lender, copies of such insurance policies; (h) at least three Business Days prior to the Closing Date, (i) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower and (ii) all documentation and other information requested by the Lender for purpose of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; and (hi) such other documents, certificates and instruments reasonably requested by the Lender with respect to the transactions contemplated by this Agreement.