Common use of Conditions Precedent to Initial Loan Clause in Contracts

Conditions Precedent to Initial Loan. The obligation of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement and the Note, duly executed by the Company; (b) a certificate of the Clerk or an Assistant Clerk of the Company with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (c) the certificate of incorporation of the Company and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth of Massachusetts, certified by said Secretary of The Commonwealth as being a true and correct copy thereof; (d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk or an Assistant Clerk as being a true and correct copy thereof; (e) a certificate of the Secretary of The Commonwealth of Massachusetts, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State; (f) an opinion addressed to it from Xxxxxxxxxxx Xxxxxxx, counsel to the Company, substantially in the form of Exhibit G hereto; and --------- (g) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of the Bank Lender to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank Lender shall have received, in form and substance reasonably satisfactory to the Bank Lender and its counsel, the following: (a) this Agreement and the Note, duly executed by each Borrower and the CompanyLender; (b) as to each Borrower, a certificate Certificate signed by the Secretary of the Clerk or an Assistant Clerk Borrower as to the truth, correctness and completeness of copies of (i) Articles of Incorporation, together with any amendments thereto; (ii) Bylaws, together with any amendments thereto; (iii) Certificates of Legal Existence; (iv) Certificates of Qualification as a Foreign Corporation, (v) the borrowing resolutions; and (vi) the names and signatures of each officer of the Company with respect Borrower authorized to resolutions of the Board of Directors authorizing the execution execute and delivery of deliver this Agreement and Agreement, the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures Loan Documents on behalf of such officersthe Borrower; (c) receipt of evidence, in form and substance satisfactory to the certificate of incorporation Lender, of the Company and filing of appropriate Uniform Commercial Code Financing Statements in favor of the Lender, for filing in all amendments and supplements thereto, filed offices necessary to perfect the Lender's security interest in the office of the Secretary of The Commonwealth of Massachusetts, certified by said Secretary of The Commonwealth as being a true and correct copy thereofCollateral; (d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified a certificate issued by the Clerk or an Assistant Clerk as being a true and correct copy thereofBorrower's insurance agent evidencing compliance with the insurance provisions of Section 5.3; (e) a certificate of the Secretary of The Commonwealth of Massachusetts, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State; (f) an opinion addressed to it from Xxxxxxxxxxx Xxxxxxx, counsel to the Company, substantially in the form of Exhibit G hereto; and --------- (g) such other documents, and completion of such other matters, as counsel for the Bank Lender may reasonably deem necessary or appropriate; (f) the Note duly executed by each Borrower payable to the Lender; and (g) The Intercreditor Agreement in the form attached hereto as Exhibit 3.1(i), duly executed by Agent, Lender and Borrower.

Conditions Precedent to Initial Loan. The occurrence of the Effective Date, and the obligation of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement and the Note, duly executed by the Company; (b) a copy of Order No. ________ of the Massachusetts Department of Public Utilities dated ________________, approving this Agreement and the Indebtedness created hereunder; (c) a certificate of the Clerk or an Assistant Clerk of the Company with respect to resolutions votes of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreementthe Credit Documents, and providing specimen signatures of such officers; (cd) the certificate of incorporation of the Company and all amendments and supplements thereto, to the articles of organization of the Company filed in the office of the Secretary of The Commonwealth State of MassachusettsMassachusetts since the date of this Agreement, each certified by said Secretary of The Commonwealth as being a true and correct copy thereof; (d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk or an Assistant Clerk State as being a true and correct copy thereof; (e) all amendments and supplements to the Bylaws of the Company since the date of this Agreement, certified by the Clerk or an Assistant Secretary Clerk as being a true and correct copy thereof as currently in effect; (f) a certificate of the Secretary of The Commonwealth State of Massachusetts, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State; (fg) a certificate of the Department of Revenue of The Commonwealth of Massachusetts as to the tax good standing of the Company; (h) an opinion addressed to it from Xxxxxxxxxxx XxxxxxxKeohane & Keegan, counsel to the Company, substantially in substantiaxxx xx the form xxxx of Exhibit G hereto; and ---------and (gi) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement and the Note, duly executed by the CompanyBorrower; (b) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Borrower with respect to resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (c) the certificate of incorporation of the Company Borrower and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth State of MassachusettsNew York, each certified by said the Secretary or an Assistant Secretary of The Commonwealth the Borrower as being a true and correct copy thereof; (d) the Bylaws and articles of incorporation of the Company Borrower and all amendments and supplements thereto, certified by the Clerk Secretary or an Assistant Clerk Secretary as being a true and correct copy thereofthereof as currently in effect; (e) a certificate of the Secretary of The Commonwealth of Massachusetts, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State; (f) an opinion addressed to it from Xxxxxxxxxxx Xxxxxxx X. Xxxxxxx,, counsel to General Counsel of the CompanyBorrower, substantially in the form of Exhibit G hereto; and ---------and (gf) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The Our obligation of to make the Bank to ------------------------------------ make its initial Loan hereunder is subject to the condition precedent that we receive, prior to or concurrently with the Bank shall have receivedmaking of such Loan, the following documents and instruments, each dated the date of such Loan, in form and substance satisfactory to the Bank and its counsel, the followingus: (a) this Agreement and the Note, duly executed by the Company; (b) from Pinnacle Airlines Corp., a certificate Delaware corporation ("GUARANTOR"), a guaranty in the form of EXHIBIT B attached hereto (the Clerk or an Assistant Clerk of the Company with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers"GUARANTY"); (c) the certified copies of: (i) your and Guarantor's by-laws and certificate of incorporation of incorporation; and (ii) all documents evidencing other necessary corporate or other action with respect to this letter agreement, the Company Note, the Guaranty and all amendments and supplements thereto, filed each other document or instrument to be delivered hereunder or in the office of the Secretary of The Commonwealth of Massachusetts, certified by said Secretary of The Commonwealth as being a true and correct copy thereofconnection herewith; (d) certified copies of all necessary governmental authorizations and approvals, if any, with respect to this letter agreement, the Bylaws Note and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk each other document or an Assistant Clerk as being a true and correct copy thereofinstrument to be delivered hereunder or in connection herewith; (e) a certificate officer's certificates, dated the date of such initial Loan, from each of you and Guarantor certifying as to (i) resolutions of your and Guarantor's Board of Directors then in full force and effect authorizing the execution, delivery and performance of this letter agreement, the Note, the Guaranty and the other documents and instruments to be executed hereunder, and (ii) the incumbency and true signatures of the Secretary of The Commonwealth of Massachusettsofficers duly authorized to sign this letter agreement, as the Note, the Guaranty and the other documents and instruments to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of Statebe delivered hereunder; (f) an opinion addressed to it letter from Xxxxxxxxxxx Xxxxxxxyour counsel, counsel to the Company___________, in substantially in the form of Exhibit G hereto; attached hereto as EXHIBIT C, and --------- (g) as to such other documents, and completion of such other matters, matters as counsel for the Bank we may deem necessary or appropriatereasonably request.

Conditions Precedent to Initial Loan. The obligation As a condition precedent to the right of Borrower to obtain the Loan hereunder, Borrower shall deliver or cause to be delivered to Lender, prior to or contemporaneously with the disbursement of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counselloan or advance hereunder, the following: (a) this Agreement one original of the Term Note and the Note, Revolving Note duly executed by the CompanyBorrower; (b) a certificate one original of the Clerk Guaranty duly executed by each Guarantor; (c) such Uniform Commercial Code financing statements duly executed by Borrower as Lender may require in connection with the perfection of its security interest in the Collateral; (d) state and county Uniform Commercial Code, bankruptcy, tax lien, pending litigation and judgment searches of Borrower and Guarantors (and any other Person as requested by Lender), which reflect no liens or an Assistant Clerk of the Company other issues upon or with respect to the party named therein which are unacceptable to Lender in its sole judgment, the cost of which searches is to be paid by Borrower; (e) with respect to Borrower: (i) a copy, certified to be true and complete by an officer of Borrower, of the articles of incorporation, including all amendments thereto, of Borrower, the bylaws and the shareholders or similar agreement, including all amendments thereto, of Borrower; (ii) resolutions of executed by the Board of Directors of Borrower required for approving and authorizing the execution and delivery of this Agreement Agreement, the Other Agreements and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; transactions contemplated hereby; (c) the certificate of incorporation of the Company and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth of Massachusetts, certified by said Secretary of The Commonwealth as being a true and correct copy thereof; (d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk or an Assistant Clerk as being a true and correct copy thereof; (eiii) a certificate of the Secretary of The Commonwealth of Massachusetts, as to legal existence and State in which its been incorporated evidencing the good standing in such state and listing all documents on file in the office of said Secretary of State; (f) an opinion addressed to it from Xxxxxxxxxxx Xxxxxxx, counsel to the Company, substantially in the form of Exhibit G heretoBorrower; and --------- (g) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.and

Conditions Precedent to Initial Loan. The obligation of the Bank Lenders to ------------------------------------ make its the initial Loan hereunder is subject to the condition precedent that the Bank Agent shall have received, in form and substance satisfactory to the Bank Agent and its counsel, the following: (a) this Agreement, the Security Agreement and the NoteNotes, duly executed by the Company; (b) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement, the Security Agreement and the Note Notes and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (c) the certificate of incorporation of the Company and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth State of MassachusettsDelaware, each certified by said Secretary of The Commonwealth State of Delaware as being a true and correct copy thereof; (d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk Secretary or an Assistant Clerk Secretary of the Company as being a true and correct copy thereof; (e) a certificate of the Secretary of The Commonwealth State of MassachusettsDelaware, as to legal existence and good standing and tax good standing in such state and listing all documents on file in the office of said Secretary of State; (f) an a legal opinion addressed to it from Xxxxxxxxxxx Xxxxxxx, in-house counsel to the Company, substantially in the form of Exhibit EXHIBIT G hereto; and ---------; (g) certificates of foreign qualification and good standing, including tax good standing, from the State of California and such other states as are appropriate; (h) UCC Financing Statements, duly executed and in form and number sufficient to perfect the Agent's and Lender's security interest in the Collateral or evidence that such Financing Statements are already on file in each jurisdiction and office necessary to so perfect such security interests; and (i) such other documents, and completion of such other matters, as counsel for the Bank Agent and Lenders may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement and the Note, duly executed by the CompanyBorrower; (b) a certificate of the Clerk Secretary or an Assistant Clerk Secretary of the Company Borrower with respect to resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (c) the certificate of incorporation of the Company Borrower and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth State of MassachusettsNew York, each certified by said the Secretary or an Assistant Secretary of The Commonwealth the Borrower as being a true and correct copy thereof; (d) the Bylaws and articles of incorporation of the Company Borrower and all amendments and supplements thereto, certified by the Clerk Secretary or an Assistant Clerk Secretary as being a true and correct copy thereofthereof as currently in effect; (e) a certificate current Certificate of the Secretary of The Commonwealth of Massachusetts, as Good Standing showing Borrower to legal existence and be a corporation in good standing in such state and listing all documents on file in the office State of said Secretary of StateNew York; (f) an opinion addressed to it from Xxxxxxxxxxx Xxxxxxx, counsel to Counsel of the CompanyBorrower, substantially in the form of Exhibit G F hereto; and ---------and (g) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of the Bank to ------------------------------------ make its the initial Loan Loans is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following: (a) this Agreement Agreement, the Notes and the Noteother loan documents, including assignment of existing loan documents in favor of Imperial Bank and amendments thereto, all as required by Bank, duly executed by the CompanyBorrower; (b) a certificate of the Clerk or an Assistant Clerk of the Company Borrower with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement Agreement, the Notes and the Note all other loan documents, and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (c) the certificate articles of incorporation organization of the Company Borrower and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth of Massachusetts, each certified by said Secretary of The Commonwealth the clerk as being a true and correct copy thereof; (d) the Bylaws and articles of incorporation of the Company Borrower and all amendments and supplements thereto, certified by the Clerk or an Assistant Clerk clerk as being a true and correct copy thereof; (e) a certificate of the Secretary of The Commonwealth State of Massachusettsthe State of Colorado, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State; (f) an opinion favorable opinions addressed to it the Bank from Xxxxxxxxxxx Xxxxxxx, the Borrower's counsel opining as to the Company, substantially in matters reasonably required by the form of Exhibit G heretoBank; and ---------and (g) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.