Conditions of the Loan. The obligation of the Lender to make the Loan hereunder shall be subject to the prior or simultaneous fulfillment of each of the following conditions:
Conditions of the Loan. The Lender’s obligation to make the Loan hereunder is subject to the satisfaction of each of the following conditions precedent:
Conditions of the Loan. Your obligation to make the loan, as provided in Section 1.2, on the Closing Date shall be subject to the conditions precedent that you have received on or before the Closing Date in form and substance of satisfaction to your counsel, such assurances and evidence as you may require of the performance by the Company of all its agreements theretofore to be performed hereunder, to the accuracy of its representations and warranties herein contained and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:
Conditions of the Loan. The obligation of the Lender to make the Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) The Lender’s receipt of the following, each of which shall be originals or facsimile transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Lender and the Borrower;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;
(iii) a good standing certificate from the Delaware Secretary of State and such documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed and validly existing and in good standing as a limited liability company under the Laws of the State of Delaware, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(iv) a favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower, addressed to the Lender, in a form substantially similar to the form set forth on Exhibit C;
(v) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(c) and (d) have been satisfied;
(vii) all applicable “know your customer...
Conditions of the Loan. Notwithstanding any other term or provision contained in this Agreement, Agent’s and Lenders’ obligation to make the Loan hereunder is subject to the satisfaction of each of the following conditions precedent:
Conditions of the Loan. The obligation of the Bank to make the Loan is subject to the satisfaction of the following conditions either precedent to or concurrently with the date on which the Bank makes the Loan (the "Closing Date"):
(a) There shall have occurred no material adverse change in the business or the financial condition of the Borrower since the date of the most recent audited financial statements furnished to Bank.
(b) All acts, conditions and things (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done or performed or to have happened prior to the execution, delivery and performance of this Loan Agreement, and the Note shall have been done and performed to the satisfaction of the Bank and its legal counsel.
(c) The Bank shall have received certified copies satisfactory to it of all of the corporate documents and proceedings taken by the Borrower authorizing and approving the execution, delivery and performance of this Loan Agreement, the Loan and all other Documents.
(d) The Bank shall have received an opinion of counsel to the Borrower, dated the Closing Date, satisfactory in form and substance to the Bank.
(e) The Note shall have been duly executed and delivered to the Bank.
(f) The Bank shall have received a copy of the assignment of the Purchase Agreement to Borrower.
(g) There shall be executed and delivered to the Bank, an assignment under which the Borrower assigns to the Bank Borrower's interest in the Notes, the Purchase Agreement and Borrower's interest in any documents evidencing any interest the Borrower may have in the Notes, including the Collateral for the Notes.
(h) The Bank shall have received the Notes endorsed to Bank.
(i) The representations, warranties and agreements set forth in this Loan Agreement shall be true and correct as of the Closing Date and no Default or Event of Default shall exist on the Closing Date.
(j) All legal matters incident to the transaction herein contemplated shall be satisfactory to designated counsel to the Bank.
(k) All other documents reasonably required by the Bank, on/or, subsequent to the Closing Date, by the Bank shall have been received.
(l) Borrower shall provide to Bank a Power of Attorney granting unto Bank the right to complete mortgage assignments or any other applicable assignments of the collateral which secures the Notes.
(m) Hypothecation Agreements entered into between Bank and various pa...
Conditions of the Loan. The obligation of the Lender to make the Loan on the Closing Date is subject to the following conditions precedent:
Conditions of the Loan. The obligation of Lender to make the Loan to Borrower is subject to the condition precedent that Lender shall have received, in form and substance reasonably satisfactory to Lender, such documents, and completion of such matters, as Lender may reasonably deem necessary or appropriate, including, without limitation:
(a) an original of each of this Agreement and the Share Mortgage duly executed by the parties to it;
(b) the closing contemplated by the Subscription Agreement shall occur substantially simultaneously with the date of the Loan is made and in any event on or prior to December 31, 2014;
(c) Lender shall have received evidence of all authorizations required by Borrower (i) in connection with its or his entry into, performance, validity and enforceability of, and the transactions contemplated by, the Loan Documents to which it or he is a party and (ii) to make the Loan Documents admissible in evidence in the Relevant Jurisdictions; and
(d) an original of the share certificate(s) of the Mortgaged Shares and copy of all notices required to be sent and other documents required to be executed or delivered under the this Agreement and the Share Mortgage; and
(e) evidence that LTV Ratio is not more than *%.
Conditions of the Loan. The general conditions of the Loan, which Disbursement is conditioned to the fulfillment of the Conditions Precedent and to the requirements and obligations stipulated in this Agreement, are as follows: Amount of the Loan: ONE HUNDRED AND THIRTY FIVE MILLION DOLLARS OF THE UNITED STATES OF AMERICA (US$ 135,000,000.00); Tenor of the Loan: Five (5) years; Remuneration Interest Rate: The 180-day Libor Rate plus three point one hundred and twenty five percent (3.125 %);
