Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33
CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.
Conditions to Obligations to Close A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;
(1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing;
(2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing;
(3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business;
(4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”);
(5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects;
(6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and
(7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding Xxxxxx Xxxx.
Conditions to All Advances The obligation of each Lender to participate in any Advance, including the initial Advance, shall also be subject to the satisfaction of the conditions precedent that on the date of such Advance:
(a) the Administrative Agent shall have received a properly completed Disbursement Claim signed by an Authorized Officer of each of the Borrower and Ericsson and confirming the accuracy of the statements applicable to the Borrower in clause (b);
(b) each of the representations and warranties of the Borrower and each other Loan Party contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement or any other Loan Document is true and correct in all material respects immediately prior to, and after giving effect to, the making of such Advance and the application of the proceeds therefrom, as though made on and as of such date (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties relate expressly to an earlier date);
(c) no event has occurred and is continuing, or would result from making such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default, Potential Event of Default or default under any other Loan Document;
(d) no change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Lender would make it illegal for such Lender to make such Advance and no order of any court or Governmental Body has been entered prohibiting the consummation of the transactions contemplated by the Loan Documents;
(e) each Lender shall have received such statements in form and substance reasonably satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System;
(f) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request;
(g) the Administrative Agent shall:
(i) have received evidence reasonably satisfactory to the Administrative Agent showing the aggregate amount of Eligible Swedish Goods and Services that have been incurred by the Borrower and its Subsidiaries through the date of such Advance;
(ii) have received the EKN Guarantee for each previous Advance made at least one month before the date of the requested Advance, each duly executed by EKN and in form and substance satisfactory to each Lender; and
(iii) have received evidence satisfactory to it that all premia and fees, if any, outstanding to EKN in respect of the EKN Guarantees for each previous Advance shall have been unconditionally and irrevocably paid in full; and
(h) no events or circumstances described in the first paragraphs before the provisos to Section 12.1(f)(i), (f)(ii) of (f)(iii) in relation to any Grandparent Debt Default shall have occurred and be subsisting.
Conditions to Obligation of the Depositor The obligation of the Depositor to purchase the Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions:
(a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date.
(b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received:
(i) A copy of the Organization Documents of each Loan Party.
(ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party.
(iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party.
(iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents.
(v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent.
(d) [Reserved].
(e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date.
(f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower.
(g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent.
(h) Each Major Representation is true in all material respects.
(i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to All Loans The obligation of each Lender to make its Loans on each Funding Date are subject to the following conditions precedent:
A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company.
B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date;
(iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and
(v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.
Conditions to Obligation of the Purchaser The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:
