First Borrowing. The obligations of the Lenders to make Loans hereunder, and the obligation of the Issuing Bank to issue Letters of Credit hereunder, are subject to the satisfaction of the conditions that on the Closing Date:
(a) The Agents shall have received counterparts hereof signed by each of the parties (or, in the case of any Lender as to which an executed counterpart shall not have been received, telecopy or other written confirmation from such party in form satisfactory to the Agents of the execution of a counterpart hereof by such Lender).
(b) The Administrative Agent shall have received for the account of each Lender a duly executed Note or Notes, dated the Closing Date, complying with the provisions of Section 2.04.
(c) The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in the Collateral Documents, perfected to the extent contemplated by Section 3.18 and the Administrative Agent shall have received:
(i) counterparts of the Pledge Agreement, duly executed by the Borrower and all Domestic Subsidiaries of the Borrower, and a duly completed and executed Perfection Certificate from the Borrower and all Domestic Subsidiaries of the Borrower;
(ii) certificates representing 100% of all outstanding Capital Stock of each Domestic Subsidiary (or such other percentage as is owned by the Borrower or applicable Domestic Subsidiary as noted on Schedule 3.08), accompanied by stock powers endorsed in blank and Intercompany Notes, duly executed by each Domestic Subsidiary, accompanied by assignments executed in blank;
(iii) except for those Foreign Subsidiaries listed on Schedule 5.14(c), certificates representing 65% of all outstanding Capital Stock of each Foreign Subsidiary that is a Restricted Subsidiary, accompanied by stock powers endorsed in blank, and, except for those Foreign Subsidiaries listed on Schedule 5.14(b), Intercompany Notes, duly executed by each and every Wholly Owned Subsidiary that is a Foreign Subsidiary (whether owned directly or indirectly), and each and every non-Wholly Owned Subsidiary that is a Foreign Subsidiary that is borrowing from a Domestic Subsidiary or the Borrower as of the Closing Date, accompanied by assignments executed in blank;
(iv) an acknowledgement copy, or other evidence satisfactory to the Agents, of the proper filing, registration or recordation of each document (including each Uniform Commercial Code financing statement) required by law or ...
First Borrowing. On the Closing Date:
(a) The Agent shall have received a favorable written opinion of Xxxxx & Xxxxxxxxx LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit D hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the Agent.
(b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Agent.
(c) The Agent shall have received (i) a copy of the articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the code of regulations of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or their counsel or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Agent, may reasonably request.
(d) The Agent shall have received a certificate from the Borrower, dated the Closing Date and signed by a Financial Officer thereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.
(e) The representations and warranties set forth in Section 3...
First Borrowing. The first Borrowing shall have occurred.
First Borrowing. On the Closing Date (or within such period of time thereafter as may be acceptable to the Lender in its discretion):
(a) The Lender shall have received a favorable written opinion of (i) Xxxxxxxx & Xxxxxxxx, LLP, external counsel for the Borrower and (ii) Xxxxxxxx X. Xxxxxxx, Senior Vice President, Secretary and Deputy General Counsel for the Borrower, and such other counsel as may be reasonably acceptable to the Lender, each in form and substance satisfactory to the Lender, (A) dated the Closing Date,
First Borrowing. On the Closing Date, the Agent shall have received the following (in the case of (a), (b), (c) and (d), each dated the Closing Date):
(a) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders and the Agent in substantially the form of Exhibit B hereto;
(b) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement;
(c) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers;
(d) a certificate signed by an Authorized Officer, confirming compliance with conditions set forth in paragraphs (b) and (c) of Section 4.01; and
(e) all Fees and other amounts due and payable on or prior to the Closing Date.
First Borrowing. The obligation of each Lender to make ---------------- its initial Loan is subject to the satisfaction of the following conditions:
(a) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each Borrower and each Lender and (ii) the subordinated Guaranty of JCPenney, substantially in the form of Exhibit B, executed and delivered by a duly authorized officer of JCPenney.
(b) The Administrative Agent shall have received a Closing Certificate of each Borrower, substantially in the form of Exhibit C, with appropriate insertions and attachments.
(c) Acquisition Co. shall have acquired at least 50.1% of the outstanding common stock of Eckerd in accordance with the Tender Offer Materials concurrently with the making of the initial Loans. The Tender Offer Materials shall not have been waived, amended, supplemented or otherwise modified in any material respect (other than to the extent necessary to extend the expiration date of the Tender Offer) without the prior written consent of the Required Lenders.
(d) All governmental and third party approvals (including approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) the absence of which would have a Material Adverse Effect shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Transactions.
(e) The Lenders shall have received the upfront fees previously agreed by the Borrowers to be paid to the Lenders.
(f) The Administrative Agent shall have received an executed opinion of counsel to the Borrowers, dated the date hereof, substantially in the form of Exhibit D.
First Borrowing. On the date of this Agreement:
(a) Each Bank shall have received a duly executed Note complying with the provisions of Section 2.05.
(b) The Agent shall have received favorable written opinions of (i) Paine, Hamblen, Coffxx, Xxxxxx & Xillxx, xxneral counsel for the Borrower, and (ii)
First Borrowing. The obligations of the Lenders in respect of the initial Loans hereunder is subject to the following additional conditions precedent:
(a) The Lenders shall have received one or more favorable written opinions of counsel for the Borrower dated the Closing Date, addressed to the Lenders and satisfactory to them in form and substance.
(b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of the Borrower, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's bylaws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents and the borrowings made and to be made hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as any Lender may reasonably request.
(c) The Lenders shall have received a certificate, dated the Closing Date and 15 signed by the Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02.
(d) Each Lender shall have received its Note duly executed by the Borrower, payable to its order and otherwise complying with the pr...
First Borrowing. On the Closing Date:
First Borrowing. The xxxxxxxxxns of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent (it being agreed that the condition described in paragraph (i)(xi) of this Section 5.02 has been satisfied prior to the Closing Date):
(a) The Lenders shall have received the favorable written opinion of counsel for the Borrower and each of the Guarantors and Grantors, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent.
(b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrower, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, and a certificate of good standing from the appropriate official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary of each of the Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Agent or any Lender may reasonably request.
(c) The Agent shall have receive...
