1Initial Advance Sample Clauses
The 'Initial Advance' clause defines the terms and conditions under which the lender will provide the first disbursement of funds to the borrower under a loan agreement. Typically, this clause outlines the specific amount to be advanced, the timing of the disbursement, and any conditions precedent that must be satisfied before the funds are released, such as the completion of documentation or fulfillment of certain covenants. Its core practical function is to ensure that both parties clearly understand when and how the initial loan funds will be made available, thereby reducing uncertainty and facilitating the commencement of the underlying transaction or project.
1Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following:
(a) duly executed copies of the Loan Documents to be entered into on the Closing Date, and all other documents and instruments reasonably required by Agent to be executed and/or delivered on or prior to the Closing Date to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent;
(b) [reserved];
(c) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent;
(d) copy of resolutions of each Borrower’s Board of Directors, certified by an officer of such ▇▇▇▇▇▇▇▇, evidencing (i) approval of the Loan and other transactions evidenced by the Loan Documents, (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf and (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party;
(e) certified copies of the Charter of Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the other Organizational Documents, as amended through the Closing Date, of Borrower;
(f) a certificate of good standing for Borrower from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect;
(g) copies, dated as of a recent date, of searches for financing statements;
(h) filed in the applicable central filing office of each Loan Party’s jurisdiction of incorporation or organization, as applicable, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan Advance, will be terminated or released;
(i) payment of the Due Diligence Fee (to the extent not paid to Agent before the Closing Date), Initial Facility Charge and reimbursement of Agent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;
(j) a duly executed copy of the Perfection ...
1Initial Advance. On the Closing Date, each Lender shall advance to Borrower an amount equal to its Pro Rata Share of Twenty-One Million and No/100 Dollars ($21,000,000), upon ▇▇▇▇▇▇▇▇’s satisfaction of the conditions to closing described in Section 4 of this Agreement.
1Initial Advance. Bank must have received the following items, in form and content acceptable to Bank, before it is required to extend any credit to Borrower under this Agreement:
1Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following:
(a) executed copies of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent;
(b) certified copy of resolutions of the Board evidencing approval of the Loan and other transactions evidenced by the Loan Documents;
(c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;
(d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;
(e) payment of the Due Diligence Fee, the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;
(f) an executed copy of a legal opinion of Borrower’s counsel dated as of the Closing Date; and
(g) such other documents as Agent may reasonably request.