CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01.
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied it being understood and agreed that all of the conditions set forth in this Section 3.01 were satisfied on or about October 30, 2000:
(a) There shall have occurred no Material Adverse Change since December 31, 1999.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto that could reasonably be expected to have a Material Adverse Effect.
(c) The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(f) The Company shall have paid all invoiced accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent).
(g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01...
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.15. Sections 2.01 and 2.15 of this Agreement shall become effective as of the Effective Date, subject to the conditions precedent that:
(a) There shall have occurred no Material Adverse Change since December 31, 1996.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b).
(c) All governmental and third party consents and approvals necessary in connection with this Agreement or the transactions contemplated hereby and with the execution, delivery and performance of this Agreement and the Notes shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(d) The Borrower shall have paid all accrued fees and expenses of the Agent and all accrued financing fees of the Lenders (including the accrued fees and expenses of counsel to the Agent); provided, however, that the Borrower shall only be obligated to pay on the Effective Date those expenses for which it has received invoices at least one Business Day prior to the Effective Date.
(e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Notes) in sufficient copies for each Lender:
(i) The Notes to the order of those Lenders that have requested Notes prior to the Effective Date.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, wi...
CONDITIONS TO EFFECTIVENESS AND LENDING. 22 SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01.............................22
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01.........30 SECTION 3.02. Conditions Precedent to Each Borrowing........................32 SECTION 3.03. Determinations Under Section 3.01.............................33
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:
(a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 26, 1998 that has not been publicly disclosed.
(b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company, or any of its Subsidiaries (including the Guarantor) pending or, to the knowledge of the Company's or the Guarantor's executive officers, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.
(c) As of the Effective Date, nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect.
(d) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect.
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 31, 2000.
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03 25 SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing 27 SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing 27 SECTION 3.04. Determinations Under Section 3.01 28
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03 ....38 SECTION 3.02. Conditions Precedent to Initial Borrowing ..........................40 SECTION 3.03. Initial Loan to Each Designated Subsidiary .........................40 SECTION 3.04. Conditions Precedent to Each Revolving Credit Borrowing ............41 SECTION 3.05. Conditions Precedent to Each Competitive Bid Borrowing .............42 SECTION 3.06. Determinations Under Section 3.01 ..................................43
CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03........................... 26 SECTION 3.02. Initial Loan to Each Designated Subsidiary................................................ 28
