CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING Clause Samples
The "Conditions to Effectiveness and Initial Borrowing" clause sets out the specific requirements that must be satisfied before a loan agreement becomes legally binding and before the borrower can access any funds. Typically, these conditions include the delivery of certain documents, evidence of authority, and fulfillment of any regulatory or contractual prerequisites. For example, the borrower may need to provide proof of corporate approvals or legal opinions before the lender will disburse the initial loan amount. This clause ensures that both parties have met all necessary preliminary obligations, thereby reducing risk and providing clarity on when the agreement takes effect and when funds can be drawn.
CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. The obligation of the Lender to fund the Revolving Loans under this Agreement after the date hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2).
(a) The Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender that are invoiced no later than 10:00 a.m. (Eastern) on the Closing Date) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and (ii) all fees payable to the Lender in accordance with this Agreement or any other written agreement between the Borrower and the Lender;
(b) The Lender (or its counsel) shall have received the following, each in form and substance reasonably satisfactory to the Lender:
(i) a counterpart of this Agreement signed by or on behalf of each party hereto;
(ii) a duly executed Revolving Credit Note payable to the Lender;
(iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents;
(iv) (a) certified copies of the certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (b) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a foreign corporation;
(v) a favorable written opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender...
CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. This Agreement shall become binding on the parties hereto upon, and the obligation of each Lender to make its initial extension of Revolving Credit Loans hereunder is subject to, the satisfaction of the following conditions precedent (all Loan Documents and other documents to be delivered to Administrative Agent or any Lender pursuant to this Section 4.01 shall be subject to prior approval as to form and substance (including as to results) by ▇▇▇▇▇▇ and Administrative Agent, with delivery by a Lender or Administrative Agent of its signature page to this Agreement evidencing such Person’s acknowledgement that the conditions set forth in this Section 4.01 have been satisfied, unless otherwise waived in writing):
CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. 26 Section 5.1 Initial Borrowing......................................
CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. This Agreement shall be effective upon and the obligations of the Lenders to continue the Borrowings and to continue the Letters of Credit hereunder shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1. All certificates, agreements, opinions and other documents delivered shall be in form and substance satisfactory to the Canadian Administrative Agent.
CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. 20 5.1 Initial Borrowing...................................................... 20 5.1.1 Resolutions, etc.............................................. 20 5.1.2
CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. This Agreement shall be effective upon, and the obligations of the Lenders to continue the Borrowing and to continue Letters of Credit hereunder, shall be subject to, the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1. All certificates, agreements, opinions and other documents delivered shall be in form and substance satisfactory to the Administrative Agent.