Condition Precedent to Initial Advance. The obligation of the Lender to make its initial Advance is subject to the condition precedent that the Lender shall have received on or before the day of such Advance the following, each dated such day, in form and substance satisfactory to the Lender:
(a) The Note.
(b) The Security, Pledge and Guaranty Agreement.
(c) Certified copies of the resolutions of the Board of Directors of each Borrower Party approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each such Loan Document.
(d) A certificate of the Secretary or an Assistant Secretary of each Borrower Party certifying the names and true signatures of the officers of such Borrower Party authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder.
(e) A favorable opinion of Proskauer Rose LLP, counsel for the Borrower Parties, as to such other matters as the Lender may reasonably request.
(f) Evidence satisfactory to the Lender that there are no amounts owed by any of the Borrower Parties to BNS, or, if any amount is so owed, appropriate documentation (including pay-off letters, lien releases and receipts) to demonstrate that a sufficient portion of such initial Advance will be, contemporaneous with such Initial Advance, paid directly to BNS so that any such balance outstanding prior to the initial Advance is paid in full.
(g) Evidence satisfactory to the Lender that there are no amounts owed by the Borrower Parties to Chase, other than a maximum aggregate principal amount of $3,750,000 pursuant to the Chase Loan Agreements (including pay-off letters, lien releases and receipts).
Condition Precedent to Initial Advance. 16 SECTION 3.02. Conditions Precedent to All Advances...........................17
Condition Precedent to Initial Advance. The obligation of the Lender to make its initial Advance is subject to the conditions precedent that Lender shall have received on or before the day of such Advance the following, each dated such date, in form and substance satisfactory to the Lender:
(I) The Note; and
Condition Precedent to Initial Advance. The obligation of -------------------------------------- the Bank to make its initial Advance is subject to the condition precedent that the Bank shall have received on or before the day of such Advance the following, each dated such day, in form and substance satisfactory to the Bank:
(a) The Note duly executed by the Borrower;
(b) The Pledge Agreement duly executed by the Borrower, together with:
(i) acknowledgement copies or stamped receipt copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Bank may deem necessary or desirable in order to perfect the security interests created by the Pledge Agreement;
(ii) completed requests for information, listing the financing statements referred to in Section 3.01(b)(i) and all other effective financing statements filed in the jurisdictions referred to in Section 3.01(b)
(i) that name the Borrower as debtor, together with copies of such other financing statements (none of which shall cover the collateral purported to be covered by the Pledge Agreement);
(iii) certificates, representing the Pledged Shares accompanied by the following:
(A) a letter from each issuer of Pledged Shares (singularly, an "Issuer Letter") directing the transfer agent to remove the legend on such Pledged Shares;
(B) a letter from the transfer agent for each issuer of such Pledged Shares stating that such transfer agent will
(i) remove any restrictive legend on such Pledged Shares upon delivery of the certificates representing such issuer's Pledged Shares and the related Issuer Letter;
(ii) hold such Pledged Shares as agent for the Bank while removing the legends; and
(iii) deliver the reissued Pledged Shares to the Bank after removal of any such restrictive legend; and
(C) undated stock powers executed in blank or registered in the name of the Bank or such nominee or nominees as the Bank shall specify; and
(iv) evidence that all other actions (including, but not limited to, the giving of any and all notices) necessary or, in the opinion of the Bank, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken;
(c) Federal Reserve Form U-1 provided for in Regulation U issued by the Board of Governors of the Federal Reserve System, the statements made in which shall be such, in the opinion of the Bank, as to permit the transactions contemplated hereby in accordance with said Regulation U;
(d) Certified copies of all documents evidencing nec...
Condition Precedent to Initial Advance. The obligation of the Bank to make its initial Advance is subject to the condition precedent that the Bank shall have received on or before the day of such Advance the following in form and substance satisfactory to Bank:
Condition Precedent to Initial Advance. The obligation of Bank to make any Advances under the Revolving Line 45 days or more after the Closing Date is subject to the condition precedent that Borrowers shall have used commercially reasonable efforts in assisting Bank to complete an audit of the Collateral, the results of which are satisfactory to Bank.
Condition Precedent to Initial Advance. Lender Group shall have no obligation to make any Advance hereunder until such time (if any) as Lender Group has notified Borrower of Lender Group’s agreement, in Lender Group’s sole and complete discretion, to make a requested Advance as provided in Section 1 above. Upon Lender Group’s agreement (if any) to make the initial Advance, unless waived by Lender Group, the obligation of Lender Group to make such initial Advance is subject to the further condition precedent that Lender Group shall have received on or before the day of such Advance such documents as Lender Group shall reasonably request.
Condition Precedent to Initial Advance. The obligation of the Lender to make the Advance is subject to the condition precedent that the Lender shall have received on or before the day of such Advance the following, each dated such day, in form and substance reasonably satisfactory to the Lender:
(a) The Note.
(b) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Note.
(c) A certificate of the Chief Executive Officer of the Borrower certifying (1) that each of the representations and warranties contained in Section 3.01 hereof are true in all material respects (without duplication of materiality) and shall be true in all material respects (without duplication of materiality) on the date of the Advance (or such earlier date, if so specified); (2) that no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes an Event of Default (as defined in Section 5.01 hereof) or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (3) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Note and the other documents to be delivered hereunder.
(d) An opinion of Txxxxxxx Hxxx LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Lender with respect to such customary matters as the Lender may reasonably request.
(e) The Advance Notice.
(f) Receipt of such other approvals or documents as the Lender may reasonably request.
(e) A duly executed Warrant.
Condition Precedent to Initial Advance. The obligation of the Bank to make the initial Loan to the Borrower is subject to the condition precedent that the Bank shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Bank and its counsel:
Condition Precedent to Initial Advance. 4 Section 2.02. Conditions Precedent to All Advances....................................................... 4 Section 2.03. Reserves................................................................................... 5
