Conditions Precedent to Loans. The obligation of each Lender to make Loans is further subject to the following conditions precedent:
(a) The Administrative Agent shall have received reasonably satisfactory evidence that the Lenders have a valid and perfected first priority lien and security interest in the Collateral.
(b) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect or restrain, enjoin or otherwise prohibit the Acquisition.
(c) The Borrower shall have a financial strength rating by A.M. Best Company, Inc. of A- stable or better.
(d) There shall have been no amendment to the Acquisition Agreement that is adverse to the Lenders (and the Lenders shall have received a copy of all amendments) except such amendments as have received the written approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed).
(e) The receipt of any material governmental and other third party approvals required for the intended use of the proceeds of the Senior Credit Facility, the granting of the Collateral and the Acquisition.
(f) All conditions precedent in the Acquisition Documents (other than payment of the purchase price thereunder) have been satisfied or otherwise waived (with the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) and the closing thereunder shall occur on the Closing Date.
(g) The Existing Credit Agreement shall have been (or concurrently with the Closing Date is being) amended in a manner reasonably satisfactory to the Administrative Agent to revise the statutory surplus covenant and provide for collateral for the obligations thereunder on the same terms and conditions as this Agreement.
(h) The Lenders shall have received two year projections for the Loan Parties giving effect to the Acquisition.
(i) Any fees required to be paid on or before the Closing Date shall have been paid.
(j) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to...
Conditions Precedent to Loans. The obligation of each Lender to make any Loans is subject, at the time of each such Loan, to the satisfaction of the following conditions:
Conditions Precedent to Loans. The obligation of the Lenders to make any Loan on any Funding Date shall be subject to the following conditions precedent:
Conditions Precedent to Loans. The obligation of each Lender to make any Loan, and each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the further conditions precedent that, on the relevant Borrowing Date, Section 7.01(f)(i) and Section 7.01(f)(ii) shall be true with respect to such Loan, issuance, amendment, renewal or extension and such Borrowing, issuance, amendment, renewal or extension, as applicable, shall be deemed to constitute a certification by the Borrower that such statements are true.
Conditions Precedent to Loans. The obligation of each Lender to make the Loans requested to be made by it on the Closing Date is subject to the satisfaction or due waiver in accordance with Section 8.1 (
Conditions Precedent to Loans. The obligation of Lender to ----------------------------- disburse each Loan (including the first Loan) is subject to: (a) the condition that the Lender shall not deem itself insecure at the time of the disbursement of any Loan (including the first Loan) and (b) the following conditions and by communicating a Loan Request, Borrower is deemed to certify that: (i) to the best knowledge of the Authorized Designee making such Loan Request, the representations and warranties contained in this Agreement and any other documents delivered pursuant hereto are true and correct in all material respects on the date of such Loan Request; (ii) the financial statements delivered to Lender by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate (subject, in the case of unaudited financial statements to year end adjustments); and (iii) to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by the Lender. In addition, the obligation of Lender to disburse each Loan (including the first Loan) is subject to the due execution and delivery to Lender of: (x) an amendment of each existing credit agreement, waiver of claims, or other document in form and substance satisfactory to Lender, which has the effect of waiving all claims by Borrower's existing lenders with respect to the Credit Balance Account and any funds represented thereby while there remains outstanding any obligation owed to Lender under the $1.5 Billion Promissory Note or this Agreement; (y) a waiver of claims or other document in form and substance satisfactory to Lender with respect to the Credit Balance Account and any funds represented thereby executed by lenders to PAS under any credit agreement the proceeds of which will be used, directly or indirectly, to repay existing loans by Borrower to PAS; and (z) indemnification agreements in form and substance satisfactory to Lender executed by Borrower and any entity which beneficially owns 51% or more of the issued and outstanding capital stock of Borrower having voting power under ordinary circumstances to elect directors of Borrow...
Conditions Precedent to Loans. The obligation of Banks to disburse ----------------------------- each Loan (including the first Loan) is subject to the following conditions and by communicating a Loan Request Borrower is deemed to certify that: (a) to the best knowledge of the Authorized Designee making such Loan Request, the representations and warranties (excluding Section 6.6) contained in this Agreement and any other documents delivered pursuant hereto are true and correct in all material respects on the date of such Loan Request; (b) the financial statements delivered to Administrative Agent by Borrower pursuant to Section 7.5 on the date most nearly preceding the Loan Request present fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, (subject, in the case of unaudited financial statements to year end adjustments); and (c) to the best knowledge of the Authorized Designee making such Loan Request, no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks.
Conditions Precedent to Loans. The obligation of Lender to make Loans to Borrower is subject, at the time of the funding of each such Loan (the "Funding Date"), to the satisfaction (in the opinion of Lender), unless waived in writing by Lender, of each of the following conditions:
Conditions Precedent to Loans. The obligation of each Bank to make Loans, and the obligation of each Issuing Bank to issue Letters of Credit, on the Initial Borrowing Date, is subject at the time of the making of such Loans or the issuance of such Letters of Credit to the satisfaction of the following conditions:
Conditions Precedent to Loans. The obligations of Lender to make the Loan hereunder are subject to the satisfaction by the Borrower and each Guarantor of the following conditions:
