Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) at the request and for the account of the Borrower unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(i) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations do not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Loans and Swing Line Loans (including all Loans deemed disbursed by Administrative Agent under Section 2.07(f)(iii) in respect of the Borrower’s Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the least of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount;
(iii) the conditions set forth in Section 6.02 have been satisfied;
(iv) if requested by the Issuing Bank, the Borrower shall have delivered to the Issuing Bank at its Issuing Office the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the Issuing Bank;
(v) no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage thereof pursuant to Section 2.07(f), and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Bank from issuing, or any Revolving Credit Lender from taking an assignment of its Applicable Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally; and
(vi) there shall have been (x) no introduction of or change in the interpretation of any law or regulation, (y) no declaration of a general banking moratorium by banking authorities in the United States, New York or the respective jurisdictions in which the Revolving Credit Lenders, the Borrower and the beneficiary of the requested Letter of Credit are located, and (z) no establishment of any new restrictions by any central bank or other Governmental Authority on transactions involving letter...
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations does not exceed the Letter of Credit Maximum Amount; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Advances and Swing Line Advances (including, without duplication, deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company’s or an applicable Account Party’s reimbursement obligation hereunder) requested or outstanding on such date does not exceed the then applicable Revolving Credit Aggregate Commitment;
(b) the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by the Company;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any contract, agreement or other borrowing of the relevant Account Party;
(e) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank;
(f) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the Letter of Credit requested, or any Bank from taking an assignme...
Conditions to Issuance. The LC Issuer shall have no obligation to issue Letters of Credit, so long as:
(i) Any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Letter of Credit;
(ii) Any law applicable to LC Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuer with respect to any such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the LC Issuer in good xxxxx xxxxx material to it;
(iii) Except as otherwise agreed by LC Issuer, such Letter of Credit is in an initial amount less than $1,000,000;
(iv) Such Letter of Credit is to be denominated in a currency other than US Dollars; or
(v) Such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
Conditions to Issuance. The Indenture Trustee shall not authenticate the Series 2006-1 Notes unless (i) all conditions to the issuance of the Series 2006-1 Notes under the Series 2006-1 Note Purchase Agreement shall have been satisfied, and (ii) the Issuer shall have delivered a certificate to the Indenture Trustee to the effect that all conditions set forth in the Series 2006-1 Note Purchase Agreement shall have been satisfied.
Conditions to Issuance. 50 3.3 Notice..................................................................................... 51 3.4
Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective Date:
(a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes);
(b) the New Indenture Trustee shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the conditions precedent to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived);
(c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing;
(d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager;
(e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law;
(f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the abili...
Conditions to Issuance. No LC Issuing Bank shall issue any Letter of Credit unless:
(i) such Letter of Credit shall be satisfactory in form and substance to such LC Issuing Bank,
(ii) the Borrower shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as such LC Issuing Bank shall have reasonably requested,
(iii) such LC Issuing Bank shall have confirmed with the Administrative Agent on the date of such issuance that the limitation specified in subsection (b)(ii) of this Section will not be exceeded immediately after such Letter of Credit is issued and
(iv) such LC Issuing Bank shall not have been notified in writing by the Borrower, the Administrative Agent or the Required Lenders that any condition specified in clause (c), (d) or (e) of Section 3.03 is not satisfied at the time such Letter of Credit is to be issued.
Conditions to Issuance. If (i) the requested form of such ----------------------- Letter of Credit is acceptable to the Administrative Agent and the Issuing Bank in the reasonable discretion of each, (ii) in the case of any Issuing Bank other than the Letter of Credit Bank, such Issuing Bank elects in its sole discretion to Issue the requested Letter of Credit, and (iii) such Issuing Bank has not received notice from the Administrative Agent or any Revolving Lender that the Issuance of such Letter of Credit is not authorized because such Issuance would not comply with the requirements of Section 3.01 or one or more of the conditions set forth in Section 4.02 has not been satisfied, then such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Section 4.02 (which fulfillment such Issuing Bank may assume in the absence of actual knowledge, or notice received from the Borrower, the Administrative Agent or any Revolving Lender, to the contrary) and subject to the provisions of this Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed upon with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Conditions to Issuance. Section 501.
Conditions to Issuance. The Option and exercise of the Option, and the other obligations of REFAC under the Plan and the Option shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. REFAC, in its discretion, may postpone the issuance or delivery of Stock under the Option as REFAC may consider appropriate and may require the Optionee to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules and regulations.
