Conditions to Initial Term Loans. The agreement of each Lender to make the Initial Term Loans is subject to the satisfaction, prior to or concurrently with the making of such Initial Term Loans on the Closing Date, of the following conditions precedent:
Conditions to Initial Term Loans. The obligation of the Lenders to make the Initial Term Loan is subject to the Agent’s receipt of the following, each dated as of the Closing Date, in form and substance satisfactory to Agent and its counsel:
(a) counterparts of this Agreement, duly executed by the parties hereto;
(b) the Notes, each duly executed by Borrower;
(c) the Guaranty duly executed by the parties thereto;
(d) the Commitment Letter Agreement duly executed by the parties thereto;
(e) the Third Amendment to the 2020 Term Loan Credit Agreement in form and substance attached hereto as Exhibit 5.1(f), duly executed by the parties thereto; and
(f) the ABL Subordination Agreement and 2020 Term Loan Subordination Agreement, each duly executed by the parties thereto.
Conditions to Initial Term Loans. This Agreement, including the agreement of each Lender to make the Initial Term Loans requested to be made by it, shall become effective on the date on which the following conditions precedent shall have been satisfied:
Conditions to Initial Term Loans. The obligation of each Lender to honor the request for the Initial Term Loans on the Delayed Draw Funding Date is subject to the following conditions precedent:
(a) The Delayed Draw Funding Date shall have occurred on or prior to the Delayed Draw Termination Date.
(b) If such Delayed Draw Funding Date has occurred after the date that is forty-five days after the Closing Date, the Administrative Agent shall have received the Delayed Draw Ticking Fee.
(c) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension.
(d) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.
(e) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof.
Conditions to Initial Term Loans. The obligations of the Lenders to make Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.6):
(a) The Administrative Agent shall have received:
(i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party, or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; and
(ii) any promissory note requested by a Lender pursuant to Section 2.4(a) payable to the order of each such requesting Lender.
(b) The Borrower shall have paid all fees and expenses due and owing pursuant to the terms of, and in connection with, this Agreement for which the Borrower shall have been billed on or before the Effective Date, including, but not limited to, payment to the Administrative Agent (i) for the account of the Lenders, of the Upfront Fee and (ii) for its own account, of the Agency Fee.
(c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) from Xxxxxxxx, Loop & Xxxxxxxx, LLP, counsel to the Borrower, covering such matters relating to the Borrower and this Agreement as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(d) The Administrative Agent shall have received complete copies of the Financial Statements and the Projections, each certified as such in a certificate executed by an executive officer of the Borrower.
(e) The Administrative Agent shall have received copies of the following:
(i) All of the consents, approvals and waivers referred to on Schedule 3.2 hereto (except only those which, as stated on Schedule 3.2, shall not be delivered);
(ii) The certificate of incorporation (or other organizational documents) of the Borrower, certified by the Secretary of State of its state of organization;
(iii) The by-laws (or other organizational documents) of the Borrower, certified by its secretary;
(iv) All action taken by the Borrower, corporate or otherwise, to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party and the transactions contemplated thereby, certified by its secretary;
(v) Good standing certificates as of a recent date, with respect to the Borrower from t...
Conditions to Initial Term Loans. The obligation of the Lenders to make the Initial Term Loan is subject to the Agent’s receipt of the following, each dated as of the Closing Date, in form and substance satisfactory to Agent and its counsel:
Conditions to Initial Term Loans. The effectiveness of this Agreement and the obligation of the Lenders to make any initial extension of credit hereunder is subject to the satisfaction of the conditions precedent that the Closing Date shall have occurred (or shall occur simultaneously therewith) and to the satisfaction of the additional conditions precedent that (the date of the satisfaction (or waiver) of all of the conditions to the initial extension of credit in this Section 7.01, the "Closing Date"):
Conditions to Initial Term Loans. The obligations of Lenders to make the Term Loans and the Revolving Loans to be made on the Closing Date are, in addition to the conditions precedent specified in subsection 4.2, subject to prior or concurrent satisfaction of the following conditions:
Conditions to Initial Term Loans. In addition to the requirements of Section 2.01(a) and Section 4.02, the obligation of each Lender to honor any Request for a Credit Extension for the initial Term Loans is subject to the condition precedent that at least ten (10) Business Days prior to the making of any Term Loans, Borrower shall have delivered to Administrative Agent the following documents:
(a) A written election setting forth the amount of the Aggregate Dollar Tranche Term Commitments and the Aggregate Euro Tranche Term Commitments that it desires; provided, however, in no event shall the amount of the Aggregate Dollar Tranche Term Commitments plus the Dollar Equivalent of the Aggregate Euro Tranche Term Commitments exceed $50,000,000;
(b) Duly completed and executed Dollar Term Notes and Euro Term Notes for each Lender that requests the same in a principal amount equal to such Lender’s Applicable Percentage of (i) the Aggregate Dollar Tranche Term Commitments and (ii) the Aggregate Euro Tranche Term Commitments selected by Borrower pursuant to clause (a) above; and
(c) An executed Loan Notice.
Conditions to Initial Term Loans. The obligation of each Lender to fund the initial Term Loan requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.
