Conditions to Funding Date. The obligation of each Lender to make a Loan hereunder shall be subject to the occurrence of the Closing Date and the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following:
(i) Notes executed by the Borrower in favor of each Lender requesting a Note (if any);
(ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date, certifying names and true signatures of officers of the Borrower authorized to execute and deliver this Agreement and the Notes and the other documents to be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower;
(iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and
(iv) a certificate signed by a Responsible Officer of the Borrower, dated the Funding Date, certifying (A) no Default exists on the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof and (B) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be certified as true and correct in all respects) on and as of the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof.
(b) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent and the Lenders pursuant to the Fee Letter on or before the Funding Date shall have been paid.
(c) The Borrower shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent and the Borrower) all fees, charges and disbu...
Conditions to Funding Date. The obligation of each Lender to make its extensions of credit and for the Issuing Lender to issue any Letters of Credit, in each case to be made hereunder on the Funding Date shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.1):
Conditions to Funding Date. The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:
Conditions to Funding Date. The obligation of the Lenders and the Issuing Lenders to make the initial Extensions of Credit is subject to the satisfaction of each of the following conditions:
Conditions to Funding Date. The agreement of each Lender to make any Loan requested to be made by it on the Funding Date is subject to the satisfaction of the following conditions precedent as of the date such Loan is requested to be made:
Conditions to Funding Date. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the obligation of the Lenders to make the Term Loan hereunder is subject solely to the satisfaction of each of the following conditions precedent:
(a) The Effective Date shall have occurred.
(b) Receipt by the Administrative Agent of:
Conditions to Funding Date. No Lender shall have an obligation to make any Loan hereunder until each of the following conditions has been satisfied (or waived in accordance with Section 10.01):
(a) [Reserved]
(b) The Closing Date shall have occurred.
(c) The representations and warranties of (i) the Borrower contained in Article V and
Conditions to Funding Date. The obligations of the Purchaser to purchase the Note shall also be subject to the satisfaction of the following conditions precedent:
Conditions to Funding Date. Each of the conditions precedent set forth in Section 4.2 shall have been satisfied or waived.
Conditions to Funding Date. The obligation of each Lender to make Loans on the Funding Date is subject to the following conditions precedent:
(a) The Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on and as of the Funding Date or, in the case of the Acquisition Agreement Representations, such other date specified in the Acquisition Agreement.
(b) The Administrative Agent shall have received
(a) a Loan Notice in accordance with the requirements hereof requesting the Loans on the Funding Date;
(b) a certificate from the chief financial officer or other Responsible Officer of the Borrower substantially in the form of Exhibit H, dated as of the Funding Date and certifying to the matters set forth therein;
(c) a certificate executed by a Responsible Officer of the Borrower as of the Funding Date certifying that the Acquisition has been consummated; and
(d) an executed copy of the Supplemental Indenture evidencing the Notes Guarantee.
