Conditions to Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, the Guaranty executed by the Subsidiaries of Borrower, and the Guaranty executed by the MLP, each dated as of the Closing Date;
(ii) Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender’s Committed Sum, each dated as of the Closing Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or formed, validly existing, in good standing in the jurisdiction of its organization;
(v) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2003 there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, or of any Borrower Affiliate, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrent...
Conditions to Credit Extension. The obligation of each Lender to fund on the Effective Date the Credit Extension requested to be made by it shall be subject to the prior or concurrent satisfaction (or waiver of such condition by the Administrative Agent) of each of the conditions precedent set forth in this Section 4.01.
Conditions to Credit Extension. 57 ARTICLE V
Conditions to Credit Extension. The conditions precedent to the obligation of each Lender to fund the initial Credit Extension requested to be made by it on the Closing Date were met on the Closing Date.
Conditions to Credit Extension. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent on or before the Closing Date:
Conditions to Credit Extension. 39 4.02 Deadline for Conditions Effective Date..........................................41 4.03 Conditions to all Loans and L/C Credit Extensions...............................41
Conditions to Credit Extension. The obligations of each Lender to make its Credit Extension hereunder is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of the Credit Extension, 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, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from the Credit Extension or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.
Conditions to Credit Extension. The obligation of each Lender and the Letter of Credit Issuer to make its initial Credit Extension hereunder is subject to the conditions precedent that Administrative Agent shall have received, on or before the Closing Date, the following:
Conditions to Credit Extension on the Tender Offer Closing Date and on any Pharmasset Equity Acquisition Date. The obligation of the L/C Issuer and each Lender to make any Credit Extension hereunder on the Tender Offer Closing Date and on any Pharmasset Equity Acquisition Date is subject to satisfaction (or waiver in accordance with Section 10.01(a)) of the following additional conditions precedent:
(a) The Administrative Agent’s receipt of a certificate as to the solvency of the Parent from the Parent’s chief financial officer, substantially in the form of Exhibit G hereto.
(b) Since September 30, 2011, there not having occurred any event, change, effect, development, state of fact, condition, circumstance or occurrence that, individually or in the aggregate with other such events, changes, effects, developments, states of fact, conditions, circumstances or occurrences, has had, or would reasonably be expected to have, a Pharmasset Material Adverse Effect.
(c) The Tender Offer (or, with respect to a Credit Extension occurring on any Pharmasset Equity Acquisition Date the acquisition of additional Equity Interests of Pharmasset, and, if a sufficient number of shares are tendered, the Merger) shall have been, or shall concurrently or substantially contemporaneously with the applicable Borrowing hereunder be, consummated in accordance with the Pharmasset Acquisition Agreement in all material respects; and the Pharmasset Acquisition Agreement shall not have been amended or modified, and no condition shall have been waived or consent granted, in any respect that is materially adverse to the Lenders without the Arrangers’ prior written consent (such consent not to be unreasonably withheld or delayed). The Tender Offer (or, with respect to a Credit Extension occurring on any Pharmasset Equity Acquisition Date, the acquisition of additional Equity Interests of Pharmasset, and, if a sufficient number of shares are tendered, the Merger) shall have been, or shall concurrently or substantially contemporaneously with the applicable Borrowing hereunder be, consummated in compliance in all material respects with applicable Laws and regulatory approvals.
(d) The Pharmasset Acquisition Agreement Representations shall be true and correct (solely to the extent the accuracy of such representations is a condition to the Parent’s obligation to close the Tender Offer under the Pharmasset Acquisition Agreement) and the Specified Representations shall be true and correct in all material respects. For the avoid...
Conditions to Credit Extension. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article VI (other than the representation and warranty contained in Section 6.06 with respect to any conversion or continuation of Loans after the funding of the Term Loan) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of any Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
