Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and the Banks shall have received from the Applicant, each of the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, ...
Conditions Precedent to Issuance of Letter of Credit. As conditions precedent to the obligation of the Issuing Bank to issue the Letter of Credit:
(a) the Applicant shall provide to the Administrative Agent and the Banks on the Closing Date, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the satisfaction of all of the following conditions precedent on or prior to the Closing Date:
(a) the Bank (or its counsel) shall have received this Agreement, executed and delivered by a duly authorized officer of the Applicant and by the Bank;
(b) the representations and warranties of the Applicant and the MLP set forth in the Credit Agreement shall be true and correct on and as of the Closing Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);
(c) at the time of and immediately after giving effect to the issuance of the Letter of Credit, no Default (as defined in the Credit Agreement) shall have occurred and be continuing;
(d) the Bank (or its counsel) shall have received a certificate of the secretary or an assistant secretary of the Applicant certifying the names and true signatures of the officers of the Applicant authorized to sign this Agreement;
(e) the Bank (or its counsel) shall have received a certificate of an officer of the Applicant certifying that the conditions precedent set forth in clauses (b) and (c) above have been satisfied;
(f) the Bank (or its counsel) shall have received evidence of filing or simultaneous filing of completed Uniform Commercial Code financing statements from the Applicant, in such forms and places as the Bank shall reasonably require; and
(g) the form of the Letter of Credit attached as Appendix I to this Agreement shall be in form and substance satisfactory to the Bank.
Conditions Precedent to Issuance of Letter of Credit. As conditions precedent to the obligation of the Bank to issue the Letter of Credit, (a) the Applicant shall provide to the Bank on the Closing Date, in form and substance satisfactory to the Bank and its counsel, Chapxxx xxx Cutlxx (xxreinafter "Bank's counsel"):
(i) a written opinion or opinions of counsel to the Applicant dated the Closing Date and addressed to the Bank;
(ii) the written opinion or a reliance letter of The Sanfxxx Xxx Firm, bond counsel, dated the Closing Date and addressed to the Bank;
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the receipt by the Bank of the following documents, each of which shall be satisfactory to the Bank in form and substance:
Conditions Precedent to Issuance of Letter of Credit. As conditions precedent to the issuance of the Letter of Credit:
Conditions Precedent to Issuance of Letter of Credit. Each of the following is a condition precedent to the obligation of the Bank to issue the Letter of Credit.
(a) On or before the Date of Issuance, the Bank shall have received the following documents, instruments, opinions and certificates, each in form and substance satisfactory to the Bank:
(i) the duly executed original Reimbursement Note, together with a duly executed original counterpart of this Agreement and each of the other Related Documents;
(ii) the opinion of counsel for the Company dated the Date of Issuance, addressed to it, in substantially the form attached to the Purchase Agreement as Exhibit "C";
(iii) the unqualified approving opinion of bond counsel in substantially the form attached to the Official Statement as Appendix "C";
(iv) the supplemental opinion of bond counsel in substantially the form attached to the Purchase Agreement as Exhibit "A";
(v) the supplemental opinion of counsel for the Issuer dated the Date of Issuance in substantially the form attached to the Purchase Agreement as Exhibit "B";
(vi) a certificate, dated the Date of Issuance, signed by the Secretary or an Assistant Secretary of the Company, certifying: (1) that attached thereto is a copy of the articles or certificate of incorporation of the Company and all amendments thereto certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, and that such organizational documents have not been amended since such date; (2) that attached thereto is a true and correct copy of the bylaws of the Company as in effect on the Date of Issuance; (3) that attached thereto is a true and correct copy of resolutions adopted by the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement and the Related Documents, as applicable; and (4) as to the incumbency and genuineness of the signature of each officer of the Company executing this Agreement or any of the Related Documents;
(vii) a certificate of good standing for the Company from the Commonwealth of Virginia and a certificate of authority to transact business from the State of Michigan;
(viii) a certificate, dated the Date of Issuance, signed by authorized officers of the Company, certifying that there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, or, to the best knowledge of the Company, threatened against or affecting the Company wherein an unfavo...
Conditions Precedent to Issuance of Letter of Credit. It shall be a condition precedent to the issuance by the Bank of its Letter of Credit that:
(i) the Bank shall have received on or before the Date of Issuance the following, in form and substance satisfactory to Bank:
(A) opinions addressed to the Bank of Xxx X. Xxxxxxxxxx, P.C., as Bond Counsel (or a reliance letter with respect to the same), Xxxxx Day, as co-counsel to Borrower and counsel to the Guarantor, Xxx X. Xxxxxxxxxx, P.C., as co-counsel to Borrower, and Gullahorn & Hare, P.C., counsel to the City of Albertville, Alabama, in form and substance satisfactory to the Bank;
(B) copies of the Indenture, the Lease Agreement, the Letter of Credit Documents, the Bond Purchase Agreement and the Remarketing Agreement executed by all parties thereto;
(C) with respect to the collateral described in the Borrower Security Agreement and the Guarantor Security Agreement, (i) U.C.C. financing statements satisfactory to the Bank; (ii) the results of U.C.C. lien searches, satisfactory to Bank; and (iii) the results of federal and state tax lien and judicial lien searches, satisfactory to Bank;
(D) evidence satisfactory to the Bank of the insurance required by the Letter of Credit Documents and the Ground Lease, with the Bank listed as loss payee and additional insured;
(E) With respect to the Project and the Mortgage:
(1) a loan policy of title insurance issued to the Bank (the “Title Policy”) by a title company acceptable to the Bank (the “Title Company”), in an amount equal to the Letter of Credit Commitment insuring the Mortgage to be a valid, first-priority lien on Borrower’s leasehold interest in Project, free and clear of all defects and encumbrances except for Permitted Encumbrances, with such endorsements and affirmative insurance as the Bank may require, including without limitation:
(a) the deletion of all so-called “standard exceptions” from such policy;
(b) a so-called “comprehensive” endorsement in form and substance acceptable to Bank;
(c) affirmative insurance coverage regarding access, compliance with respect to restrictive covenants and any other matters to which Bank may have objection or require affirmative insurance coverage;
(d) the results of a federal tax lien search in the county wherein the Project is located and Borrower has its principal place of business; and
(e) a special letter of credit endorsement on the Bank’s form;
(2) a current survey of the Project site prepared by a licensed surveyor acceptable to the Bank, certified to the Bank ...
Conditions Precedent to Issuance of Letter of Credit. Section 4.1 Conditions Precedent to Issuance of Letter of Credit. Each of the following is a condition precedent to the obligation of the Bank to issue the Letter of Credit.
(a) On or before the Date of Issuance, the Bank shall have received the following documents, instruments, opinions and certificates, each in form and substance satisfactory to the Bank:
(i) the duly executed original Reimbursement Note, together with a duly executed original counterpart of this Agreement and each of the other Related Documents;
(ii) the opinion of counsel for the Company dated the Date of Issuance, addressed to it, in substantially the form attached to the Purchase Agreement as Exhibit "A";
(iii) a certificate, dated the Date of Issuance, signed by the Secretary or an Assistant Secretary of the Company, certifying: (1) that attached thereto is a copy of the articles or certificate of incorporation of the Company and all amendments thereto certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, and that such organizational documents have not been amended since such date; (2) that attached thereto is a true and complete copy of the bylaws of the Company as in effect on the Date of Issuance; (3) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement and the Related Documents, as applicable; and (4) as to the incumbency and genuineness of the signature of each officer of the Company executing this Agreement or any of the Related Documents;
(iv) a certificate of good standing for the Company from the State of Georgia.
(v) a certificate, dated the Date of Issuance, signed by authorized officers of the Company, certifying that there is no action, suit, proceeding, inquiry or investigation known to the Company before or by any court, public board or body pending or threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would materially adversely affect (1) the validity or enforceability of, or the authority or ability of the Company to perform its obligations under this Agreement or the Related Documents, or (2) the transactions contemplated thereby;
(vi) a certificate, dated the Date of Issuance, signed by authorized officials of the Company, certifying that (1) the representations and warranties of the Company contained in this Agreement are true and accu...
Conditions Precedent to Issuance of Letter of Credit. The Letter of Credit shall be issued upon the request of the Agency when each of the following conditions precedent has been fulfilled in a manner satisfactory to the Agency and the Bank, such satisfaction of the Bank to be conclusively evidenced by the issuance of the Letter of Credit by the Bank:
