Common use of CONDITIONS FOR INITIAL LOAN Clause in Contracts

CONDITIONS FOR INITIAL LOAN. The obligation of the Lender to make the initial Loan is subject to the fulfillment to the Lender’s satisfaction on or prior to the Closing Date of each of the following conditions, unless otherwise waived by the Lender: (a) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Borrower and the Guarantors on or prior to the Closing Date shall have been performed or complied with by the Borrower and the Guarantors. (b) The Loan Parties shall have executed and delivered to the Lender this Agreement, Borrower shall have issued to the Lender its Note, and the Borrower and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (i) the Guaranty; (ii) the Pledge Agreement; (iii) a secretary’s certificate of the Borrower, (i) attaching a certified copy of the Certificate of Incorporation and current Bylaws of the Borrower and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of the Borrower approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of the officers or representatives of the Borrower signing the Transaction Documents to which the Borrower is a party; (iv) a secretary’s certificate of each of the Guarantors (i) attaching a certified copy of the Articles of Incorporation and current Bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (v) a Certificate of Good Standing from the state of formation of the Borrower and each of the Guarantors; (vi) UCC Financing Statement naming the Borrower as Debtor, the Lender as Secured Party and describing the Pledged Collateral; and (vii) UCC Financing Statement naming the Guarantors as Debtors, the Lender as Secured Party and describing the Guarantor Collateral. (c) The Borrower and the Guarantors shall have obtained all necessary consents or waivers, if any, from all parties governmental and private to any other material agreements to which the Borrower or either of the Guarantors is a party or by which any of them is bound immediately prior to the Closing Date in order that the transactions contemplated by the Transaction Documents may be consummated. (d) All corporate and other proceedings taken or required to be taken by the Borrower and the Guarantors in connection with the transactions contemplated by this Agreement and the other Transaction Documents to be consummated prior to the Closing Date shall have been taken, and the Lender shall have received such other documents, in form and substance reasonably satisfactory to the Lender and its counsel, as to such other matters incident to the transactions contemplated hereby as the Lender may reasonably request.

CONDITIONS FOR INITIAL LOAN. The obligation of the Lender to make the initial Loan is subject to the fulfillment to the Lender’s satisfaction on or prior to the Closing Date of each of the following conditions, unless otherwise waived by the Lender: (a) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Borrower and the Guarantors on or prior to the Closing Date shall have been performed or complied with by the Borrower and the Guarantors. (b) The Loan Parties shall have executed and delivered to the Lender this Agreement, Borrower shall have issued to the Lender its Note, and the Borrower and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (i) the Guaranty; (ii) the Pledge Agreement; (iii) a secretary’s certificate of the Borrower, (i) attaching a certified copy of the Certificate Articles of Incorporation and current Bylaws of the Borrower and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of the Borrower approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of the officers or representatives of the Borrower signing the Transaction Documents to which the Borrower is a party; (iv) a secretary’s certificate of each of the Guarantors (i) attaching a certified copy of the Articles or Certificate of Incorporation and current Bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (v) a Certificate of Good Standing from the state of formation of the Borrower and each of the Guarantors; (vi) UCC Financing Statement naming the Borrower as Debtor, the Lender as Secured Party and describing the Pledged Collateral; and; (vii) UCC Financing Statement naming the Guarantors as Debtors, the Lender as Secured Party and describing the Guarantor Collateral; and (viii) a Mortgage encumbering the MMI Property, duly executed by the Loan Parties, in form and substance acceptable to the Lender. (c) The Borrower and the Guarantors shall have obtained all necessary consents or waivers, if any, from all parties governmental and private to any other material agreements to which the Borrower or either of the Guarantors is a party or by which any of them is bound immediately prior to the Closing Date in order that the transactions contemplated by the Transaction Documents may be consummated. (d) All corporate and other proceedings taken or required to be taken by the Borrower and the Guarantors in connection with the transactions contemplated by this Agreement and the other Transaction Documents to be consummated prior to the Closing Date shall have been taken, and the Lender shall have received such other documents, in form and substance reasonably satisfactory to the Lender and its counsel, as to such other matters incident to the transactions contemplated hereby as the Lender may reasonably request. (e) All Indebtedness existing on the Closing Date and any mortgage, pledge, lien, security interest or encumbrance on any part of a Loan Party’s properties or assets shall be subordinated to the extent required by the Lender pursuant to subordination agreements in form and substance satisfactory to the Lender and its counsel. (f) The Borrower shall have prepared and submitted to the Lender an operating budget for the thirty (30) day period following the date hereof, which shall include all projected funding requirements incurred or to be incurred by the Borrower for the thirty (30) day period following the date of the submitted budget specifying, by amount, type and kind, all current or past due expenses, liabilities and accounts payable, and all revenues and expenses anticipated by the Borrower for such period consistent with past practices except to the extent such relate to the Merger Agreement, the requirements thereof and the transactions contemplated thereby (the “Budget”), in such detail and in form and substance as are acceptable to the Lender in its sole and absolute discretion. (g) Borrower shall deliver to Lender a favorable written opinion (addressed to the Lender) of Xxxxxxx Xxxxx PLLP, counsel for the Loan Parties, that upon proper recording and filing of the Mortgage or any other documents with the county recorder located in each of Lincoln County and Xxxxxxx County, Montana as may be necessary or, in the opinion of the Lender, desirable, such Mortgage will create a valid, perfected first priority lien against the MMI Property have been made, and covering such other matters relating to the Loan Parties, covering the Loan Documents or the Transactions as the Lender shall reasonably request.

CONDITIONS FOR INITIAL LOAN. The obligation of the Lender to make the initial Loan is subject to the fulfillment to the Lender’s 's satisfaction on or prior to the Closing Date of each of the following conditions, unless otherwise waived by the Lender: (a) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Borrower and the Guarantors on or prior to the Closing Date shall have been performed or complied with by the Borrower and the Guarantors. (b) The Loan Parties shall have executed and delivered to the Lender this Agreement, Borrower shall have issued to the Lender its Note, and the Borrower and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (i) the Guaranty; (ii) the Pledge Agreement; (iii) a secretary’s 's certificate of the Borrower, (i) attaching a certified copy of the Certificate Articles of Incorporation and current Bylaws of the Borrower and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of the Borrower approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of the officers or representatives of the Borrower signing the Transaction Documents to which the Borrower is a party; (iv) a secretary’s 's certificate of each of the Guarantors (i) attaching a certified copy of the Articles or Certificate of Incorporation and current Bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (v) a Certificate of Good Standing from the state of formation of the Borrower and each of the Guarantors; (vi) UCC Financing Statement naming the Borrower as Debtor, the Lender as Secured Party and describing the Pledged Collateral; and; (vii) UCC Financing Statement naming the Guarantors as Debtors, the Lender as Secured Party and describing the Guarantor Collateral; and (viii) a Mortgage encumbering the MMI Property, duly executed by the Loan Parties, in form and substance acceptable to the Lender. (c) The Borrower and the Guarantors shall have obtained all necessary consents or waivers, if any, from all parties governmental and private to any other material agreements to which the Borrower or either of the Guarantors is a party or by which any of them is bound immediately prior to the Closing Date in order that the transactions contemplated by the Transaction Documents may be consummated. (d) All corporate and other proceedings taken or required to be taken by the Borrower and the Guarantors in connection with the transactions contemplated by this Agreement and the other Transaction Documents to be consummated prior to the Closing Date shall have been taken, and the Lender shall have received such other documents, in form and substance reasonably satisfactory to the Lender and its counsel, as to such other matters incident to the transactions contemplated hereby as the Lender may reasonably request. (e) All Indebtedness existing on the Closing Date and any mortgage, pledge, lien, security interest or encumbrance on any part of a Loan Party's properties or assets shall be subordinated to the extent required by the Lender pursuant to subordination agreements in form and substance satisfactory to the Lender and its counsel. (f) The Borrower shall have prepared and submitted to the Lender an operating budget for the thirty (30) day period following the date hereof, which shall include all projected funding requirements incurred or to be incurred by the Borrower for the thirty (30) day period following the date of the submitted budget specifying, by amount, type and kind, all current or past due expenses, liabilities and accounts payable, and all revenues and expenses anticipated by the Borrower for such period consistent with past practices except to the extent such relate to the Merger Agreement, the requirements thereof and the transactions contemplated thereby (the "Budget"), in such detail and in form and substance as are acceptable to the Lender in its sole and absolute discretion. (g) Borrower shall deliver to Lender a favorable written opinion (addressed to the Lender) of Xxxxxxx Xxxxx PLLP, counsel for the Loan Parties, that upon proper recording and filing of the Mortgage or any other documents with the county recorder located in each of Lincoln County and Xxxxxxx County, Montana as may be necessary or, in the opinion of the Lender, desirable, such Mortgage will create a valid, perfected first priority lien against the MMI Property have been made, and covering such other matters relating to the Loan Parties, covering the Loan Documents or the Transactions as the Lender shall reasonably request.