Initial Funding Date. The obligation of each UST Tranche A Term Lender to make the UST Tranche A Term Loans on the Initial Funding Date shall be subject to the occurrence of the Effective Date and satisfaction (or waiver pursuant to Article 9) of the following conditions precedent:
(a) Each Lender that has requested a Term Note at least two Business Days in advance of the Effective Date shall have received such Term Note executed by the Borrower in favor of such Lender, properly executed by each Responsible Officer of the Borrower, dated as of the Effective Date.
(b) The Administrative Agent and the Required Lenders shall have received, on behalf of themselves, the Collateral Agent and the Lenders, an opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel for the Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(b), in each case, dated the Initial Funding Date and addressed to the Administrative Agent, the Collateral Agent and the Lenders and in customary form and substance, and the Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent and the Required Lenders shall have received (i) a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (to the extent applicable) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Initial Funding Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Initial Funding 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 (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization or certif...
Initial Funding Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of each of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and of each Transaction Document signed on behalf of the party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and of each Transaction Document.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Initial Funding Date) of Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Borrower, substantially in the form of Exhibit H. The Borrower hereby requests such counsel to deliver such opinion.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions that the Administrative Agent shall reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by the President, a Vice President or a Financial Officer of the Borrower that:
(i) The Borrower is in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02;
(ii) Each Person that has executed this Agreement or any Transaction Document is an elected or appointed officer of the Borrower and is authorized to executed this Agreement and each of the Transaction Documents, as the case may be; and
(iii) The Borrower represents and warrants to the Lenders that:
(A) the underwriting and exchange agreements giving effect to the IPO and the separation and transition agreements with Merck (described in the IPO Prospectus) have been executed and delivered substantially as described in Schedule 3.12 and are in the form reviewed prior to the Initial Funding Date by the Joint Lead Arrangers and are in full force and effect without any defaults or breac...
Initial Funding Date. The obligation of each Lender to make a Credit Extension on the Initial Funding Date is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions on or before the Initial Funding Date:
Initial Funding Date. The obligations of the Lenders to extend Loans in respect of the Interim Loan Commitments on the Initial Funding Date are subject to the satisfaction of the following conditions precedent on or before such date:
Initial Funding Date. The obligations of the Lenders to make the initial Loans and of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):
(a) If the Offer Conversion has not occurred, on or prior to the Initial Funding Date, the Administrative Agent shall have received:
(i) a certificate of Bidco signed by a director certifying:
(1) the date on which the Announcement Date occurred (which shall be a date on or prior to the tenth calendar day after the date of this Agreement);
(2) the date on which the Scheme Circular was posted to the shareholders of ClinPhone;
(3) the date that the Court has sanctioned the Scheme and the Capital Reduction relating to the Scheme and that the relevant order of the Court has been duly delivered to the Registrar of Companies in accordance with Section 899(4) of the Companies Xxx 0000 and has been registered and a certificate of registration from the Register of Companies under section 138(4) of the Companies Xxx 0000 has been issued in relation to the Capital Reduction relating to the Scheme;
(4) that the conditions applicable to the ClinPhone Acquisition have been satisfied or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Initial Lenders; and
(5) each copy document specified in paragraphs (ii) to (v) below is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the proposed date of the relevant Borrowing;
(ii) a copy of each of the Scheme Documents.
(iii) a copy of the certificate of the Register of Companies confirming registration of the order of the Court sanctioning the Scheme and a copy of that order of the Court; and
(iv) a copy of the certificate of registration from the Registrar of Companies under section 138(4) of the Companies Xxx 0000 and a copy of the order of the Court and minute which is the subject of that certificate.
(v) evidence that all necessary regulatory and competition authority approvals for the ClinPhone Acquisition have been obtained.
(b) If the Offer Conversion has occurred, prior to or on the Initial Funding Date, the Administrative Agent shall have received:
(i) a certificate of Bidco signed by a director certifying:
(1) the date on which the Announcement Date occurred;
(2) the date on which the Takeover Offer Document was posted to the shareholders o...
Initial Funding Date. In the event the Initial Funding Date shall not have occurred on or before April 30, 2010, pay (on or before April 30, 2010) any and all accrued and unpaid fees and expenses required to be paid under this Agreement or the Commitment Letter through such date.
Initial Funding Date. The date, on or after the Closing Date, and on which the Initial Term Loan under this Agreement is requested by the Borrower and made by the Lenders to the Borrower.
Initial Funding Date. The closing (the “Closing”) of the purchase and sale of the Notes and the issuance thereof to the Initial Purchasers shall take place on June 20, 2005, or if the conditions to purchase set forth in Article IV of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “Initial Funding Date”). The date of the initial Advance shall be the Initial Funding Date.
Initial Funding Date. Solely in respect of the Initial Funding Date,
(i) [Reserved];
(ii) the Administrative Agent shall have received an Officer’s Certificate of each Loan Party, dated as of the Initial Funding Date, certifying that each of the conditions set forth in thisSection4.02have been satisfied(other than with respect to whether any document, event or circumstance is satisfactory or otherwise acceptable to the Administrative Agent or any Lender or Agent);
(iii) the Administrative Agentand each Lendershall have received the Funds Flow Memorandum;
(iv) the Administrative Agentand each Lendershall have received an unaudited consolidated pro forma balance sheet of Borrower, dated as of the Initial Funding Date;
(v) eachLendershall have received a solvency certificate of the chief financial officer or president of Borrower, demonstrating that the Loan Parties are, on a consolidated basis, and after giving effect to the incurrence of all Indebtedness, will be, Solvent.
Initial Funding Date. The obligations of the Lenders to make initial Loans and of the Issuing Bank to issue initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
