Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans, issue any Letters of Credit or purchase any participations therein unless:
(a) such Loans are made not later than March 31, 1997;
(b) the Stock Acquisition has been consummated and all documents necessary to consummate the Merger have been signed and submitted for filing;
(c) all of the conditions precedent set forth in that certain Term Sheet, dated January 3, 1997 among First Chicago, First Chicago Capital Markets, Inc., Holdings and the Borrower shall have been met to the satisfaction of the Agent and each of the Lenders;
(d) the Senior Subordinated Notes have been issued and the Borrower has received the net proceeds thereof;
(e) the Holdings Subordinated Notes have been issued and Holdings has received the net proceeds thereof;
(f) the Borrower shall have received from Holdings a capital contribution to the common equity of the Borrower in an amount not less than $51,300,000;
(g) the Borrower shall have made all necessary arrangements for the payment in full of all Indebtedness and liabilities in connection with the Refinanced Indebtedness and release of all Liens in connection therewith pursuant to payoff, estoppel and release documentation reasonably acceptable to the Agent; and
(h) the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders:
(1) Copies of the Certificate of Incorporation for each of Holdings, the Borrower and the Target (including, without limitation, the proposed articles of merger with respect to the Merger), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation;
(2) Copies, certified by the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Transaction Documents;
(3) An incumbency certificate, executed by the Secretary or Assistant Secretary of Holdings, the Borrower and the Target, which shall identify by name and title and bear the signature of the officers of such entities authorized to sign the Transaction Documents and, with respect to the Borrower, to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(4) An Officer's Certificat...
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless the Borrowers have furnished to the Administrative Agent, with sufficient copies for the Lenders, such documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit G to this Agreement (other than those designated to be delivered post-closing).
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit or purchase any participations therein unless (i) no law, regulation, order, judgment or decree of any Governmental Authority shall, and the Agent shall not have received any notice that litigation is pending or threatened which is likely to, (A) enjoin, prohibit or restrain the making of the initial Loans on the Closing Date or (B) impose or result in the imposition of a Material Adverse Effect; (ii) there shall have occurred no material adverse change in the primary and secondary loan syndication markets or capital markets generally; and
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless the Borrower has furnished to the Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent and the Lenders:
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit or purchase any participations therein, in each case, on the Closing Date, unless (i) such initial Loans are made not later than December 31, 1998; (ii) the Subordinated Notes and Senior Notes have been issued and the Borrower has received the net proceeds thereof; (iii) the Xxxxxxxx Acquisition has been consummated; and (iv) the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
Initial Advances and Letters of Credit. The Lenders shall not be ------------------------------------------- required to make the initial Loans or issue any Letters of Credit unless the Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders:
(1) Copies of the Certificate of Incorporation of Xxxxxxx, Energizer and each of the Subsidiary Guarantors (other than Energizer) (collectively, the "Loan Parties"), together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (2) Copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents entered into by it;
Initial Advances and Letters of Credit. The Lenders shall not be required to make Loans or issue any Letters of Credit on the Transaction Closing Date unless:
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit unless the Borrowers have furnished to the Administrative Agent, with sufficient copies for the Lenders, such documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit J to this Agreement (other than those designated to be delivered post-closing).
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit (including the deemed issuance of the Transitional Letters of Credit) unless:
Initial Advances and Letters of Credit. The Lenders shall not be required to make the initial Loans or issue any Letters of Credit or purchase any participations therein unless (i) such initial Loans are made not later than August 30, 1996; (ii) the Senior Subordinated Notes and Senior Notes have been issued and the Borrower has received the net proceeds thereof; (iii) the Jamex Xxxer Acquisition and Related Transactions have been consummated; and (iv) the Borrower has furnished to the Agent each of the
