Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:
(a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following:
(i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page);
(ii) opinion letters of Xxxxxx & Bird LLP and of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(iii) a certificate, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (A) no Default has occurred and is continuing on the Closing Date and (B) the representations and warranties of the Borrower contained in Article IV-A are true and correct on and as of the Closing Date; and
(iv) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.
(b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoi...
Conditions to First Borrowing. The obligation of the Bank to make a Loan or create a Banker's Acceptance on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.02 and receipt by the Bank of the following:
(a) a duly executed counterpart of the Letter Agreement with the Bank, signed by the Borrower;
(b) a duly executed Note complying with the provisions of Section 2.04;
(c) an opinion letter (together with any opinions of local counsel relied on therein) of counsel for the Borrower, dated as of the Closing Date, substantially in the form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Bank may reasonably request;
(d) a certificate (the "Closing Certificate") substantially in the form of Exhibit F), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (i) no Default has occurred and is continuing on the date of the first Borrowing and (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the date of the first Borrowing hereunder;
(e) all documents which the Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Note, and any other matters relevant hereto, all in form and substance satisfactory to the Bank, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) the Borrower's Certificate of Incorporation, (ii) the Borrower's Bylaws, (iii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Note and the other Loan Documents to which the Borrower is a party;
(f) a Notice of Borrowing or notification pursuant to Section 2.03(d) of acceptance of one or more Offered Rate 100 Credit Quotes, as applicable, together with, if such Borrowing is a Banker's Acceptance Borrowing, the instruments, agreements and other documents required by Section 2.03(f); and
(g) cancellation and terminati...
Conditions to First Borrowing. The obligation of each Bank to make a Revolving Loan on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.2 and each of the following conditions precedent:
Conditions to First Borrowing. 27 SECTION 3.2. CONDITIONS TO ALL BORROWINGS..............................................................29
Conditions to First Borrowing. 44 SECTION 4.02. Conditions to All Borrowings....................................46
Conditions to First Borrowing. The obligation of UBS to fund any Loans pursuant to the terms hereof and of the other Loan Documents is subject to the satisfaction, on or before the applicable Borrowing Date for the first Borrowing, of the following conditions:
Conditions to First Borrowing. The following are conditions precedent which must be satisfied by the Contran Companies or waived by the Bank Group Majority prior to the first Advance:
Conditions to First Borrowing. The obligation of each Bank to make a Loan on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.02 and receipt by the Agent of the following (as to the documents described in paragraphs (a),(c), (d) and (e) below (in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent):
(a) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (ii) a facsimile transmission of such executed counterpart with the original to be sent to the Agent by overnight courier;
(b) a duly executed Syndicated Dollar Loan Note, a duly executed Syndicated Foreign Currency Loan Note and a duly executed Money Market Loan Note for the account of each Bank, and a duly executed Swing Loan Note for the account of Wachovia, in each case complying with the provisions of Section 2.04;
(c) an opinion letter (together with any opinions of local counsel relied on therein) of (i) Weil, Gotshal & Mangxx, special counsel for the Borrower and the Guarantor, and (ii) Robexx X.
Conditions to First Borrowing. The obligation of the Lender to make an Advance on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3(b) below and receipt by the Lender from the Borrower of (i) a duly executed counterpart of this Agreement, a duly executed Note payable to the order of the Lender complying with the provisions of Section 2(c) substantially in the form attached hereto as Exhibit B, duly executed counterpart of the Security and Intercreditor Agreement, a duly executed First Contingent Warrant substantially in the form attached hereto as Exhibits D and a duly executed Second Contingent Warrant substantially in the form attached hereto as Exhibit E, each complying with the provisions of Section 2(i) hereof, and a duly executed Registration Rights Agreement substantially in the form attached hereto as Exhibit F, and duly executed counterparts of each other Loan Document to which the Borrower is a party, each signed by the Borrower and Lender, where applicable; (ii) a certificate, dated the date of the first Borrowing, signed by the Borrower’s Chief Financial Officer, to the effect that no Default hereunder has occurred and is continuing on the date of the Advance representations and warranties of the Borrower contained in Section 4 are true on and as of the date of the first Borrowing hereunder.
Conditions to First Borrowing. The obligation of each ----------------------------- Lender and the Swing Line Lender to make a Loan on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.02 and receipt by the Administrative Agent and the Documentation Agent of the following (in sufficient number of counterparts (except as to the Notes)) for delivery of a counterpart to each Lender and the Swing Line Lender and retention of one counterpart by each of the Administrative Agent and the Documentation Agent):
