Conditions Precedent to Financing. The obligation of the Lender to disburse the Loan proceeds is subject to the following conditions precedent: (a) Borrower shall have delivered to the Lender (i) a certified copy of the Articles of Incorporation of Borrower, certified by the Delaware Secretary of State, together with a Good Standing Certificate issued by the Delaware Secretary of State; (ii) a Certificate of Authority issued by the West Virginia Secretary of State with respect to Borrower; and (iii) a copy of the Borrower’s Bylaws, certified by the Secretary of the Borrower. (b) Borrower shall have delivered to the Lender resolutions approving the execution, delivery and performance of this Agreement and all transactions and documentation contemplated herein, duly adopted by the Board of Directors of Borrower, together with a certificate of the Secretary of Borrower stating that such resolutions are true and correct, have not been altered or repealed, and are in full force and effect as of the date hereof. (c) Borrower shall have executed and delivered this Agreement, the Note, the Security Agreement, and all other documents required to be executed and delivered by the Borrower pursuant to the terms hereof (collectively, the “Loan Documents”), and a Uniform Commercial Code financing statement shall have been filed in the office of the Delaware Secretary of State perfecting the security interest granted under the Security Agreement, and Lender shall have received evidence that no other financing statements are of record covering the Equipment other than the financing statement naming WVEDA as secured party. (d) Borrower shall have delivered to the Lender an opinion of Borrower’s counsel which addresses such matters as may be requested by the Authority with respect to the Loan, including, but not limited to, (i) an opinion that each of the Loan Documents has been duly authorized and constitutes a valid, enforceable and legally binding obligation of Borrower, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other statutes in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity, and (ii) to such counsel’s knowledge, no suit, claim or proceeding is pending or threatened against or involving Borrower. (e) Borrower shall have delivered to the Lender, or caused to be delivered to the Lender, copies of the insurance policies which evidence that the insurance policies required by this Agreement and any of the other Loan Documents have been obtained and are in full force and effect as of Closing, in each case in a form acceptable to the Lender. Borrower shall provide the Lender with copies of said insurance policies annually thereafter. {C1522442.1} (f) Lender shall have received a fully executed copy of the Intercreditor Agreement. (g) Borrower shall deliver to Lender copies of all invoices and bills of sale evidencing Borrower’s purchase of the Equipment described on Exhibit A, and that Borrower holds good and marketable title thereto. (h) Borrower shall have delivered to the Lender, or cause to be delivered to the Lender, evidence that Borrower has workers’ compensation coverage with respect to its West Virginia employees, and is in good standing under West Virginia’s unemployment compensation laws with respect to its West Virginia employees. (i) Borrower shall have delivered to Lender copies of the documents evidencing the WVEDA Loan (the “WVEDA Loan Documents”‘). (j) Borrower and WVEDA shall have executed and delivered the Intercreditor Agreement. (k) Borrower shall deliver, or cause to be delivered, such other documents as requested by Lender.
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Conditions Precedent to Financing. The obligation of the Lender WVEDA to disburse make the WVEDA Loan proceeds is subject to the following conditions precedent:: Loan Agreement: GBB.OBB.0066349 3
(a) Borrower shall have delivered to the Lender (i) a certified copy of the Articles of Incorporation of Borrower, certified 1. Resolutions by the Delaware Secretary of State, together with a Good Standing Certificate issued by the Delaware Secretary of State; (ii) a Certificate of Authority issued by the West Virginia Secretary of State with respect to Borrower; and (iii) a copy of the Borrower’s Bylaws, certified by the Secretary of the Borrower.
(b) Borrower shall have delivered to the Lender resolutions Company approving the execution, delivery and performance of this Agreement and all transactions and documentation contemplated herein, duly adopted by the Company's Board of Directors of Borrower, together with and accompanied by a certificate of certification by the Secretary of Borrower the Company stating that such resolutions are true and correct, have not been altered or repealed, and are in full force and effect as effect.
2. Certificates of Good Standing from the Office of the date hereofWest Virginia Secretary of State, the West Virginia Bureau of Employment Programs, Unemployment Compensation Division and the West Virginia Bureau of Employment Programs, Workers' Compensation Division.
(c) Borrower shall have 3. All loan documentation has been duly executed by the parties hereto and delivered this Agreement, the Note, the Security Agreement, and all other documents each document required to be executed and delivered by the Borrower pursuant to the terms hereof (collectively, the “Loan Documents”), and a Uniform Commercial Code financing statement shall have been filed in the office of the Delaware Secretary of State perfecting create the security interest granted under the Security Agreement, and Lender shall have received evidence that no other financing statements are of record covering the Equipment other than the financing statement naming WVEDA as secured party.
(d) Borrower shall have delivered to the Lender an opinion of Borrower’s counsel which addresses such matters as may be requested by the Authority with respect to the Loaninterests contemplated herein, including, but not limited to, (i) an opinion that each all deeds of trust, security agreements, promissory notes, and financing statements have been executed, delivered, filed, registered or recorded in order to create those liens in favor of the Loan Documents has been duly authorized WVEDA necessary to secure the WVEDA Loan. These liens in favor of WVEDA shall be evidenced by a certified UCC lien search of the West Virginia Secretary of State and constitutes a valid, enforceable such other evidence acceptable to WVEDA as to the perfection of said interest by filing and legally binding obligation of Borrower, subject recordation.
4. An opinion by counsel to applicable bankruptcy, insolvency, reorganization, moratorium the Company or other statutes in effect from time certification or commitment for title insurance satisfactory to time affecting WVEDA, which confirms the rights lien positions of creditors generally the WVEDA on the Project, and except also addresses all other appropriate matters required of the Company with respect to the extent that the enforceability thereof may be limited by the application of general principles of equity, transactions contemplated herein and (ii) to such counsel’s knowledge, no suit, claim or proceeding is pending or threatened against or involving Borrowertheir documentation.
(e) Borrower shall have delivered to the Lender, or caused to be delivered to the Lender, copies 5. Certificates of the insurance policies which evidence that the insurance policies required by this Agreement Agreement, the Commitment Letter and any of the other Loan Documents loan documentation have been obtained and are in full force and effect as of Closing, in each case the date hereof.
6. The receipt of financial statements for the Company which are in a form acceptable to the LenderWVEDA. Borrower shall provide ?. Certificate to the Lender with copies WVEDA by the President or Treasurer of the Company that, prior to Closing, the Company has expended at least Two Million Six Hundred Fourteen Thousand and Seventy-Five Dollars ($2,614,075.00) of its own funds on the construction of the Addition and the installation of the Project Equipment at the Property have been completed, and the Project is fully operational. Loan Agreement: GBB.GBB 0066349 4
8. The receipt of a legal description of the Property, a list of specific equipment installed or placed at the Facility being the Project Equipment, documentary evidence of the cost of said insurance policies annually thereafter. {C1522442.1}
equipment acquired in connection with the Loan, and certification to WVEDA that such equipment (fwhich comprises the Project Equipment and is to be pledged as collateral for the Loan) Lender shall have received has a fully executed copy value equal to or greater than $i,000,000 and has an average useful life of the Intercreditor Agreementno less than ten (10) years.
(g) Borrower shall deliver 9. The receipt of evidence from an engineer acceptable to Lender copies of WVEDA that all invoices Project Equipment is in place and bills of sale evidencing Borrower’s purchase of the Equipment described on Exhibit A, operational and that Borrower holds good the Facility is structurally sound and marketable title theretooperational.
(h) Borrower shall have delivered to the Lender, or cause to be delivered to the Lender, evidence that Borrower has workers’ compensation coverage with respect to its West Virginia employees, and is in good standing under West Virginia’s unemployment compensation laws with respect to its West Virginia employees.
(i) Borrower shall have delivered to Lender copies of the documents evidencing the WVEDA Loan (the “WVEDA Loan Documents”‘).
(j) Borrower and WVEDA shall have executed and delivered the Intercreditor Agreement.
(k) Borrower shall deliver, or cause to be delivered, such other documents as requested by Lender.
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Conditions Precedent to Financing. The obligation of WVEDA to make the Lender WVEDA Loans to disburse the Loan proceeds Borrowers is subject to the following conditions precedent:
(a) 1. Delivery of resolutions by each Borrower shall have delivered to the Lender (i) a certified copy of the Articles of Incorporation of Borrower, certified by the Delaware Secretary of State, together with a Good Standing Certificate issued by the Delaware Secretary of State; (ii) a Certificate of Authority issued by the West Virginia Secretary of State with respect to Borrower; and (iii) a copy of the Borrower’s Bylaws, certified by the Secretary of the Borrower.
(b) Borrower shall have delivered to the Lender resolutions approving the execution, delivery and performance of this Agreement and all transactions and documentation contemplated herein, duly adopted by the Board of Directors of each Borrower, together with ’s shareholders and accompanied by a certificate of the Secretary of Borrower certification by its secretary or other authorized officer stating that such resolutions are true and correct, have not been altered modified, amended or repealedrescinded, and are in full force and effect.
2. Due execution and delivery (and as appropriate, filing, registration or recordation) of all documents evidencing the WVEDA Loans and creating the liens and security interests contemplated herein, including, but not limited to, this Loan Agreement, the WVEDA Notes, the WVEDA Security Agreement and the WVEDA Deed of Trust (collectively, the “WVEDA Loan Documents”).
3. Delivery of an opinion by counsel to the Borrowers which addresses all appropriate matters required by WVEDA with respect to the transactions contemplated herein and the WVEDA Loan Documents, which shall be in form and substance satisfactory to WVEDA in its sole discretion.
4. Delivery of a Certificate of Compliance for unemployment coverage from the West Virginia Bureau of Employment Programs, Unemployment Compensation Division for KATWV and evidence of workers’ compensation coverage for KATWV.
5. Delivery of each Borrower’s Articles of Incorporation, together with all amendments thereto, certified by the Secretary of State of the applicable jurisdiction.
6. Delivery of each Borrower’s Bylaws, certified by its secretary or other duly authorized officer.
7. Delivery of a Certificate of Existence for each Borrower issued by the Secretary of State of the applicable jurisdiction.
8. Delivery of a Certificate of Authorization for KAT issued by the Secretary of State of the State of West Virginia.
9. Delivery of certificates of insurance which evidence that the insurance policies required by the Commitment, this Agreement and any of the other WVEDA Loan Documents have been obtained and are in full force and effect as of the date hereof.
(c) 10. The receipt of financial statements for each Borrower shall have executed and delivered this Agreement, the Note, the Security Agreement, and all other documents required to be executed and delivered by the Borrower pursuant to the terms hereof (collectively, the “Loan Documents”), and a Uniform Commercial Code financing statement shall have been filed in the office of the Delaware Secretary of State perfecting the security interest granted under the Security Agreement, and Lender shall have received evidence that no other financing statements which are of record covering the Equipment other than the financing statement naming WVEDA as secured party.
(d) Borrower shall have delivered to the Lender an opinion of Borrower’s counsel which addresses such matters as may be requested by the Authority with respect to the Loan, including, but not limited to, (i) an opinion that each of the Loan Documents has been duly authorized and constitutes a valid, enforceable and legally binding obligation of Borrower, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other statutes in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity, and (ii) to such counsel’s knowledge, no suit, claim or proceeding is pending or threatened against or involving Borrower.
(e) Borrower shall have delivered to the Lender, or caused to be delivered to the Lender, copies of the insurance policies which evidence that the insurance policies required by this Agreement and any of the other Loan Documents have been obtained and are in full force and effect as of Closing, in each case in a form acceptable to WVEDA.
11. Delivery of either a certificate of flood insurance or evidence that the LenderProperty is outside the 100-year flood plain.
12. Borrower shall provide the Lender with copies Delivery of said insurance policies annually thereafter. {C1522442.1}
(f) Lender shall have received a fully executed copy list of the Intercreditor AgreementEquipment to be acquired at Closing, including model and serial numbers (if available).
(g) Borrower shall deliver 13. Delivery to Lender copies WVEDA of a legal description of the Property.
14. Delivery of a copy of all invoices and bills for the Project.
15. Delivery to WVEDA of sale evidencing Borrower’s purchase an as-built survey (ALTA survey) of the Equipment described on Exhibit AProperty prepared by a registered professional engineer or land surveyor showing the boundary lines, encroachments, and that Borrower holds good completed improvements located thereon, including any streets, alleys, rights of way, easements and marketable title theretoother statements of fact acceptable to WVEDA.
(h) 16. Delivery to WVEDA of a mortgagee title insurance policy in form and substance satisfactory to WVEDA and with no exceptions or reservations as to mechanic’s liens or survey.
17. Delivery to WVEDA of evidence from an independent architect or engineer with experience in the air purification industry that all Equipment is in place and the facility is structurally sound and fully operational.
18. Due execution and delivery at Closing of a certificate certified by the manager or duly authorized officer of each Borrower shall have delivered certifying as to the Lendertotal costs of the Project and the sources of permanent financing for the Project.
19. Due execution and delivery at Closing of a settlement or closing statement among the seller, or cause GX7 Limited Partnership, Borrowers and WVEDA.
20. Receipt at Closing of WVEDA’s legal fees and expenses incurred in connection with the WVEDA Loans.
21. Receipt at Closing of payment of any title insurance premium for the mortgagee title insurance policy to be delivered issued to the Lender, evidence that Borrower has workers’ compensation coverage with respect to its West Virginia employees, and is in good standing under West Virginia’s unemployment compensation laws with respect to its West Virginia employeesWVEDA.
(i) Borrower shall have delivered 22. Delivery to Lender copies WVEDA of the documents evidencing the WVEDA Loan (the “WVEDA Loan Documents”‘).
(j) Borrower and WVEDA shall have executed and delivered the Intercreditor Agreement.
(k) Borrower shall deliver, or cause to be delivered, such other documents documents, agreements, certificates or instruments as may be reasonably requested by LenderWVEDA.
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Conditions Precedent to Financing. The obligation of WVEDA to make the Lender WVEDA Loans to disburse the Loan proceeds Borrowers is subject to the following conditions precedent:
(a) 0. Xxxxxxxx of resolutions by each Borrower shall have delivered to the Lender (i) a certified copy of the Articles of Incorporation of Borrower, certified by the Delaware Secretary of State, together with a Good Standing Certificate issued by the Delaware Secretary of State; (ii) a Certificate of Authority issued by the West Virginia Secretary of State with respect to Borrower; and (iii) a copy of the Borrower’s Bylaws, certified by the Secretary of the Borrower.
(b) Borrower shall have delivered to the Lender resolutions approving the execution, delivery and performance of this Agreement and all transactions and documentation contemplated herein, duly adopted by the Board of Directors of each Borrower, together with ’s shareholders and accompanied by a certificate of the Secretary of Borrower certification by its secretary or other authorized officer stating that such resolutions are true and correct, have not been altered modified, amended or repealedrescinded, and are in full force and effect.
2. Due execution and delivery (and as appropriate, filing, registration or recordation) of all documents evidencing the WVEDA Loans and creating the liens and security interests contemplated herein, including, but not limited to, this Loan Agreement, the WVEDA Notes, the WVEDA Security Agreement and the WVEDA Deed of Trust (collectively, the “WVEDA Loan Documents”).
0. Xxxxxxxx of an opinion by counsel to the Borrowers which addresses all appropriate matters required by WVEDA with respect to the transactions contemplated herein and the WVEDA Loan Documents, which shall be in form and substance satisfactory to WVEDA in its sole discretion.
0. Xxxxxxxx of a Certificate of Compliance for unemployment coverage from the West Virginia Bureau of Employment Programs, Unemployment Compensation Division for KATWV and evidence of workers’ compensation coverage for KATWV.
0. Xxxxxxxx of each Borrower’s Articles of Incorporation, together with all amendments thereto, certified by the Secretary of State of the applicable jurisdiction.
0. Xxxxxxxx of each Borrower’s Bylaws, certified by its secretary or other duly authorized officer.
0. Xxxxxxxx of a Certificate of Existence for each Borrower issued by the Secretary of State of the applicable jurisdiction.
0. Xxxxxxxx of a Certificate of Authorization for KAT issued by the Secretary of State of the State of West Virginia.
0. Xxxxxxxx of certificates of insurance which evidence that the insurance policies required by the Commitment, this Agreement and any of the other WVEDA Loan Documents have been obtained and are in full force and effect as of the date hereof.
(c) 10. The receipt of financial statements for each Borrower shall have executed and delivered this Agreement, the Note, the Security Agreement, and all other documents required to be executed and delivered by the Borrower pursuant to the terms hereof (collectively, the “Loan Documents”), and a Uniform Commercial Code financing statement shall have been filed in the office of the Delaware Secretary of State perfecting the security interest granted under the Security Agreement, and Lender shall have received evidence that no other financing statements which are of record covering the Equipment other than the financing statement naming WVEDA as secured party.
(d) Borrower shall have delivered to the Lender an opinion of Borrower’s counsel which addresses such matters as may be requested by the Authority with respect to the Loan, including, but not limited to, (i) an opinion that each of the Loan Documents has been duly authorized and constitutes a valid, enforceable and legally binding obligation of Borrower, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other statutes in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity, and (ii) to such counsel’s knowledge, no suit, claim or proceeding is pending or threatened against or involving Borrower.
(e) Borrower shall have delivered to the Lender, or caused to be delivered to the Lender, copies of the insurance policies which evidence that the insurance policies required by this Agreement and any of the other Loan Documents have been obtained and are in full force and effect as of Closing, in each case in a form acceptable to WVEDA.
00. Xxxxxxxx of either a certificate of flood insurance or evidence that the LenderProperty is outside the 100-year flood plain.
00. Borrower shall provide the Lender with copies Xxxxxxxx of said insurance policies annually thereafter. {C1522442.1}
(f) Lender shall have received a fully executed copy list of the Intercreditor AgreementEquipment to be acquired at Closing, including model and serial numbers (if available).
(g) Borrower shall deliver 00. Xxxxxxxx to Lender copies WVEDA of a legal description of the Property.
00. Xxxxxxxx of a copy of all invoices and bills for the Project.
00. Xxxxxxxx to WVEDA of sale evidencing Borrower’s purchase an as-built survey (ALTA survey) of the Equipment described on Exhibit AProperty prepared by a registered professional engineer or land surveyor showing the boundary lines, encroachments, and that Borrower holds good completed improvements located thereon, including any streets, alleys, rights of way, easements and marketable title theretoother statements of fact acceptable to WVEDA.
(h) 00. Xxxxxxxx to WVEDA of a mortgagee title insurance policy in form and substance satisfactory to WVEDA and with no exceptions or reservations as to mechanic’s liens or survey.
00. Xxxxxxxx to WVEDA of evidence from an independent architect or engineer with experience in the air purification industry that all Equipment is in place and the facility is structurally sound and fully operational.
18. Due execution and delivery at Closing of a certificate certified by the manager or duly authorized officer of each Borrower shall have delivered certifying as to the Lendertotal costs of the Project and the sources of permanent financing for the Project.
19. Due execution and delivery at Closing of a settlement or closing statement among the seller, or cause GX7 Limited Partnership, Borrowers and WVEDA.
20. Receipt at Closing of WVEDA’s legal fees and expenses incurred in connection with the WVEDA Loans.
21. Receipt at Closing of payment of any title insurance premium for the mortgagee title insurance policy to be delivered issued to the Lender, evidence that Borrower has workers’ compensation coverage with respect to its West Virginia employees, and is in good standing under West Virginia’s unemployment compensation laws with respect to its West Virginia employeesWVEDA.
(i) Borrower shall have delivered 00. Xxxxxxxx to Lender copies WVEDA of the documents evidencing the WVEDA Loan (the “WVEDA Loan Documents”‘).
(j) Borrower and WVEDA shall have executed and delivered the Intercreditor Agreement.
(k) Borrower shall deliver, or cause to be delivered, such other documents documents, agreements, certificates or instruments as may be reasonably requested by LenderWVEDA.
Appears in 1 contract
Conditions Precedent to Financing. The obligation of the Lender to disburse the Loan proceeds is subject to the following conditions precedent:
(a) Borrower shall have delivered to the Lender (i) a certified copy of the Articles of Incorporation of Borrower, certified by the Delaware Secretary of State, together with a Good Standing Certificate issued by the Delaware Secretary of State; (ii) a Certificate of Authority issued by the West Virginia Secretary of State with respect to Borrower; and (iii) a copy of the Borrower’s Bylaws, certified by the Secretary of the Borrower.
(b) Borrower shall have delivered to the Lender resolutions approving the execution, delivery and performance of this Agreement and all transactions and documentation contemplated herein, duly adopted by the Board of Directors of Borrower, together with a certificate of the Secretary of Borrower stating that such resolutions are true and correct, have not been altered or repealed, and are in full force and effect as of the date hereof.
(c) Borrower shall have executed and delivered this Agreement, the Note, the Security Agreement, and all other documents required to be executed and delivered by the Borrower pursuant to the terms hereof (collectively, the “Loan Documents”), and a Uniform Commercial Code financing statement shall have been filed in the office of the Delaware Secretary of State perfecting the security interest granted under the Security Agreement, and Lender shall have received evidence that no other financing statements are of record covering the Equipment other than the financing statement naming WVEDA as secured party.
(d) Borrower shall have delivered to the Lender an opinion of Borrower’s counsel which addresses such matters as may be requested by the Authority with respect to the Loan, including, but not limited to, (i) an opinion that each of the Loan Documents has been duly authorized and constitutes a valid, enforceable and legally binding obligation of Borrower, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other statutes in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity, and (ii) to such counsel’s knowledge, no suit, claim or proceeding is pending or threatened against or involving Borrower.
(e) Borrower shall have delivered to the Lender, or caused to be delivered to the Lender, copies of the insurance policies which evidence that the insurance policies required by this Agreement and any of the other Loan Documents have been obtained and are in full force and effect as of Closing, in each case in a form acceptable to the Lender. Borrower shall provide the Lender with copies of said insurance policies annually thereafter. {C1522442.1C1859844.1}
(f) Lender shall have received a fully executed copy of the Intercreditor Agreement.
(g) Borrower shall deliver to Lender copies of all invoices and bills of sale evidencing Borrower’s purchase of the Equipment described on Exhibit A, and that Borrower holds good and marketable title thereto.
(h) Borrower shall have delivered to the Lender, or cause to be delivered to the Lender, evidence that Borrower has workers’ compensation coverage with respect to its West Virginia employees, and is in good standing under West Virginia’s unemployment compensation laws with respect to its West Virginia employees.
(i) Borrower shall have delivered to Lender copies of the documents evidencing the WVEDA Loan (the “WVEDA Loan Documents”‘).
(j) Borrower and WVEDA shall have executed and delivered the Intercreditor Agreement.
(k) Borrower shall deliver, or cause to be delivered, such other documents as requested by Lender.
Appears in 1 contract
