Conditions Precedent to First Advance. The Lenders shall have no obligation to make the first Advance under any Facility unless at the time of such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their discretion:
(a) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies; and without limiting the generality of the foregoing the Lenders shall be satisfied with:
(i) the Interim Financial Statements in respect of the Fiscal Quarter ended February 28, 2019;
(ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Year and the immediately following two (2) Fiscal Years;
(iii) the Borrower's proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities;
(iv) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Approved Jurisdictions) for each Secured Company (including, without limitation, those relating to the Property) together with all amendments thereto and all material correspondence received from Governmental Authorities including communication relating to any non-compliance items;
(v) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies;
(vi) satisfactory evidence that there are no arrears of property tax with respect to the Property;
(vii) a satisfactory review of the details of all litigation disclosed in Schedule 6.01(q), including estimates of any potential obligation and details of insurance coverage relating thereto;
(viii) a completed environmental questionnaire in respect of the Property in the Agent's standard form containing information which is not inconsistent with the representations and warranties herein with respect to environmental matters;
(ix) a satisfactory review of the costs incurred in connection with Phase One, Phase Two and Phase Three;
(x) a satisfactory review of the construction budget for Phase Four and Phase Five; and
(xi) an Acceptable Appraisal in respect of the Property completed within six (6) months prior to the Closing Date;
(b) The Agent shall have received a Compliance Certificate...
Conditions Precedent to First Advance. The Liquidity Facility Provider is not obliged to make the first Advance to the Trustee unless the Liquidity Facility Provider has received each of the following, in form and substance acceptable to the Liquidity Facility Provider:
(a) (THIS AGREEMENT): this Agreement duly executed and delivered by the Trustee and the Manager;
(b) (POWER OF ATTORNEY): a copy of each power of attorney under which this Agreement has been or will be executed by the Trustee and the Manager, certified as a true copy by the Trustee and the Manager respectively;
Conditions Precedent to First Advance. The Standby Redraw Facility Provider is not obliged to make the first Advance to the Trustee unless the Standby Redraw Facility Provider has received each of the following, in form and substance acceptable to the Standby Redraw Facility Provider:
(a) (THIS AGREEMENT): this Agreement duly executed and delivered by the Trustee and the Manager;
(b) (POWER OF ATTORNEY): a copy of each power of attorney under which this Agreement has been or will be executed by the Trustee and the Manager, certified as a true copy by the Trustee and the Manager respectively;
Conditions Precedent to First Advance. Prior to the first Advance hereunder, the Borrower shall deliver or cause to be delivered to the Bank, in form and substance satisfactory to the Bank:
Conditions Precedent to First Advance. The Borrower will be entitled to receive the first Advance on and as of the first date (the "Effective Date") on which all of the following conditions precedent have been satisfied:
(a) The MS BusinesScape Account shall continue to exist.
(b) The Lender shall have received, and be satisfied with, (i) any amendments to the organizational documents for the Borrower and the Corporate Guarantor since the date of the closing of the loan made pursuant to the Other Line of Credit Agreement, as may be requested by the Lender and (ii) the organization documents for S&W Boston.
(c) The Corporate Guarantor shall own all the membership interests in the Borrower and in S&W Boston and shall be the sole member of both the Borrower and S&W Boston.
(d) The Borrower shall have paid the facility fee payable pursuant to the Basic Loan Terms, as well as the other payment items set forth on the Closing Agenda including, without limitation, the fees and disbursements of New York counsel to the Lender associated herewith.
(e) The Lender shall have received, and be satisfied with, the documents and other items listed on the Closing Agenda including, without limitation, an estoppel certificate from the lessor under the Subject Lease.
(f) The following statements shall be true (and the execution and delivery of this Agreement and the other Loan Documents by the Borrower and the Guarantors shall constitute a representation and warranty by the Borrower and the Guarantors that on the date of such execution and delivery such statements are true):
(i) the representations and warranties of the Borrower and the Guarantors contained in Section 4.01 hereof and in each other Loan Document are correct on and as of the date of such execution and delivery of the Loan Documents, before and after giving effect to any Advance made that day and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) no event has occurred and is continuing, or would result from any Advance or from the application of the proceeds therefrom, that constitutes a Default.
(g) The Lender shall have received such other approvals, opinions and documents as the Lender may reasonably request. Upon satisfaction of such conditions, the Borrower hereby authorizes the Lender to insert the Effective Date of this Agreement on page 1 hereof, whereupon the requested Advances (if any) shall be made available to the Borrower in accordance with the terms and conditions hereof. At any time prior to th...
Conditions Precedent to First Advance. The Redraw Facility Provider is not obliged to make the first Advance under this Agreement to the Borrower unless the Redraw Facility Provider has received each of the following, in form and substance acceptable to the Redraw Facility Provider:
(a) (THIS AGREEMENT): this Agreement duly executed and delivered by the Borrower and the Manager;
(b) (POWER OF ATTORNEY): a copy of each power of attorney under which this Agreement has been or will be executed by the Borrower and the Manager certified as a true copy by the Borrower and the Manager respectively;
Conditions Precedent to First Advance. The obligation of each Lender, to fund the single Advance on the Closing Date requested to be made by the Borrower shall be subject to the prior or concurrent satisfaction or waiver of only the conditions precedent set forth in this Section 7.01 (the making of such Advance by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):
(a) The Agent shall have received on its own behalf or for and on behalf of the Lenders as applicable, each in full force and effect and in form and substance satisfactory to the Lenders (unless otherwise noted), acting reasonably, the following:
(i) this Agreement duly executed and delivered by the parties thereto;
(ii) a copy of the Agency Fee Agreement on its own behalf, in form and substance satisfactory to the Agent, duly executed and delivered by the Borrower;
Conditions Precedent to First Advance. It shall be a condition precedent to the first Advance that:
Conditions Precedent to First Advance. The obligation of the Lenders to making the first Revolving Loan is subject to the satisfaction or waiver of the following conditions precedent: (i) all of the Equity Interests of the Borrower will have been distributed by GGP to its shareholders and no circumstance or event has occurred or exists which could reasonably be expected to result in the Borrower’s common stock not having trading privileges on the NYSE by the first Business Day immediately following the Agreement Date and (ii) payment by the Borrower to the Administrative Agents and the Lenders of all Fees and expenses due and payable under this Agreement.
Conditions Precedent to First Advance. The obligation of the Lender to make the first Advance under this Agreement is subject to and conditional upon the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the Lender on or before the Closing Date:
