Conditions to Initial Credit Extensions. The effectiveness of this Credit Agreement and the obligation of each Lender and the L/C Issuer to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or waiver of the following conditions precedent:
Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
Conditions to Initial Credit Extensions. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent:
(a) Receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent and each Lender:
Conditions to Initial Credit Extensions. 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) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of 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 and its legal counsel:
(i) executed counterparts of this Agreement and a Guaranty from each Guarantor, as applicable;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01):
(A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,
(B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements);
(iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken;
(v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may ...
Conditions to Initial Credit Extensions. 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 Initial Credit Extensions. The obligation of the each Lender to make its initial Credit Extension under, and the effectiveness of, this Agreement shall be subject to the condition that the Administrative Agent shall have received all of the following, in form and substance satisfactory to the Administrative Agent, each Lead Arranger and each Lender, and (except for the Notes) in sufficient copies for each Lender, on or before May 30, 2014:
Conditions to Initial Credit Extensions. The obligation of each Bank to make its initial Loan (or, if no Loans have been made at such time, the obligation of the Issuing Bank to issue the initial Letter of Credit) is subject to the fulfillment of each of the following conditions:
(a) the Agent shall have received each of the following, in form and substance satisfactory to the Agent:
(i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate;
(ii) a copy of the certificate of incorporation of the Borrower, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's jurisdiction of incorporation;
(iii) a good standing certificate with respect to the Borrower and each Material Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of incorporation, together with a confirmation from such Secretary of State or other official, updating the information in such certificate;
(iv) an opinion of counsel for the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(iv);
(v) an opinion of counsel for the Agent, dated the requested date for the making of such Credit Extension;
(vi) [Reserved];
(vii) a certificate of the president, chief financial officer or treasurer of the Borrower, dated the requested date for the making of such Credit Extension, setting forth in the form of a sample calculation the manner and degree of detail in which the Borrower will make the calculations required by Section 5.01(c);
(viii) a duly executed Note for each Bank;
(ix) such instruments and other documents as the Agent may request, the possession of which is necessary or appropriate in the Agent's determination to give effect to this Agreement under Applicable Law; and
(x) an officer's certificate or other evidence confirming that LdE Controls the Borrower;
(xi) a copy of the UTC Environmental Report; and
(xii) evidence that the Borrower has prepaid or, contemporaneously with the initial Credit Extension hereunder, is prepaying in full the principal amount and all accrued interest and fees with respect to the Existing Credit Agreement, and has terminated all commitments thereunder.
(b) all fees payable on or prior to t...
Conditions to Initial Credit Extensions. The effectiveness of this Credit Agreement is subject to satisfaction of the following conditions precedent:
Conditions to Initial Credit Extensions. The fulfillment (to the reasonable satisfaction of the Agent) of the following conditions precedent shall be required before this Agreement becomes effective and before the Lenders have any obligation to make the initial Credit Extensions:
Conditions to Initial Credit Extensions. The obligation of each --------------------------------------- Lender to make its initial Credit Extension is, in addition to the conditions precedent set forth in Section 5.3, subject to the conditions that (i) the ----------- Borrowers shall have submitted evidence reasonably satisfactory to the Administrative Agent that all Debt to be Repaid has been (or concurrently with the initial Credit Extensions will be) paid in full, that all Liens securing Debt to be Repaid have been (or concurrently with the initial Credit Extensions will be) released and that all commitments to lend arising under any agreements relating to Debt to be Repaid have been (or concurrently with the initial Credit Extensions will be) terminated, (ii) the Closing Date shall occur on or before May 30, 1997 and (iii) the Administrative Agent shall have received on or before the date of the initial Credit Extensions all of the following, in form and substance satisfactory to the Administrative Agent and each Lender, and (except for any Note) in sufficient copies for the Administrative Agent and each Lender:
