Conditions Precedent to Making Loan. Unless otherwise specified herein, prior to Lender making any Loan hereunder, unless otherwise waived in writing by Lender, Borrower and Guarantor, as applicable, shall fulfill to Lender's good faith satisfaction, each of the following conditions precedent:
(a) each of Borrower and Guarantor is in compliance with any representation, warranty or covenant provided under this Agreement or any other agreement or certificate relating to the transactions contemplated hereby;
(b) each of Borrower and Guarantor has delivered to Lender a fully executed and complete copy of its respective Corporate Certificate and a Certified Copy of Resolutions;
(c) each of Borrower and Guarantor has delivered to Lender satisfactory evidence that each is in good standing and material compliance with any and all relevant taxing authorities;
(d) each of Borrower and Guarantor shall have taken such other action or delivered such other documents to Lender as Lender may reasonably request, including but not limited to, (i) documents in connection with a full follow-up due diligence review of all issues, including without limitation, Borrower's and Guarantor's ownership and management, operations, financial condition and strategic plan, (ii) background checks on certain of Borrower's and Guarantor's shareholders, directors, officers or managers, and (iii) satisfactory release or subordination of any existing debt from Borrower to any shareholder, director, officer, manager or employee, or any affiliates thereof, or any member of such person's family;
(e) execution of one or more account assignment agreements, Blocked Account Agreements or the like, in a form satisfactory to Lender, whereby Lender obtains absolute dominion, authority and control over the primary depository accounts and/or Lockbox Accounts, to which all current and future obligors, payors, including master payors on credit card receipts, or Account obligors of Borrower are directed to remit their respective payment, by ACH or otherwise;
(f) execution of an agreement by Guarantor (to be assigned to Borrower) to (i) purchase the assets of the Omniplex out of Chapter 11 bankruptcy subject to the existing liens of Lender, and (ii) assume the lesser of (x) the Omniplex's allowed secured obligations to Lender, as approved by the bankruptcy court, plus $125,000 or (y) $8,125,000, subject to any prorations and adjustments as provided in the definitive agreement to purchase the assets of the Omniplex, to the estate of the Omniplex;...
Conditions Precedent to Making Loan. The Lender shall not be obligated to make the Loan until all of the following conditions have been satisfied by proper evidence, execution and/or delivery to the Lender of the following items, all in form, and substance reasonably satisfactory to the Lender:
(a) The Convertible Note;
(b) This Agreement;
Conditions Precedent to Making Loan. The Lender shall not be obligated to make the Loan until all of the following conditions have been satisfied by proper evidence, execution and/or delivery to the Lender of the following items, all in form, and substance reasonably satisfactory to the Lender:
(a) The Convertible Note;
(b) This Agreement;
(c) Pledge Agreement Pledging 300,000 shares of Continental Southern Resources.
Conditions Precedent to Making Loan. Lender shall have no obligation to make the loan hereunder unless the Lender shall have received on or before the date of such loan the following documents:
(a) The Note, properly executed and delivered on behalf of Borrower.
(b) Evidence of the irrevocable assignment of all patents developed and held by Xxxxx X. Xxxx to the Borrower, and conditional assignments (in form and substance satisfactory to Lender) of such patents to Lender.
(c) The Security Agreement in a form of Exhibit B attached hereto, properly executed and delivered on behalf of the Borrower, granting to the Lender a security interest in all of the Borrower's inventory, accounts and other property described therein as security for the performance of the Borrower's obligations under this Agreement and the Note, together with any UCC-1 Financing Statement or other document deemed necessary by the Lender to perfect the security interest granted by the Security Agreement.
(d) UCC-3 Statements, properly executed and ready for filing, releasing all existing liens on Borrower's assets.
(e) Evidence of the irrevocable transfer of all capital stock of the Borrower held by Xx. Xxxxx Xxxx, Xx. Xxxx Xxxx and Xx. Xxxxxxx Xxxx to Xx. Xxxxx X.
Conditions Precedent to Making Loan. In addition to the conditions precedent set forth in Article II of this Agreement, the obligation of the Bank to make the Loan as provided in Article II of this Agreement is subject to the further condition precedent that the Bank shall have received on or before the day of closing each of the following in form and substance satisfactory to the Bank and its counsel:
Conditions Precedent to Making Loan. The Lender shall not be obligated to make the Loan until all of the following conditions have been satisfied by proper evidence, execution and/or delivery to the Lender of the following items, all in form, and substance reasonably satisfactory to the Lender:
(a) The Convertible Note;
(b) This Agreement;
(c) Possession of the note receivable from CM Royalties, LLC;
(d) SBA forms 480 and 652;
(e) A Security Agreement and UCC-1 for the Borrower and any Subsidiary;
(f) The Warrant;
(g) Unanimous consent of the Board of Directors of the Borrower and all Subsidiaries, certified by the Secretary of the Borrower as of the Closing Date, approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Loan Documents, and authorizing execution, delivery, and performance thereof;
(h) Specimen signatures of the officer of the Borrower and Subsidiary executing this Agreement and the Loan Documents, and the officer authorized to borrow under the Loan Documents, certified by the Secretary of the Borrower or Subsidiary;
(i) Such other instruments, documents or items as the Lender may reasonably request;
(j) No Event of Default shall have occurred and be continuing under this Agreement, the Convertible Note or any other Loan Document, nor shall the Borrower be in default under any other document or agreement to which it is a party or by which it or any of its properties or assets are bound; and
(k) Payment of the origination and commitment fees referenced in Section 2.1 hereof.
Conditions Precedent to Making Loan. The Lender shall not be obligated to make the Loan hereunder unless:
(a) The Debtor shall have delivered to the Lender each of the documents referenced in Section 5.1 hereof;
(b) As of the Closing Date, no Event of Default has occurred (unless waived by the Lender in writing) and is continuing and no event has occurred and is continuing which, with the giving of notice or lapse of time, or both, would constitute an Event of Default;
(c) The representations and warranties contained in Article IV are true and correct on the Closing Date;
(d) No material adverse change shall have occurred in the business, financial condition, or operations of the Debtor since June 30, 1996;
(e) The Debtor shall have delivered to the Lender a certificate executed by the chief executive officer of the Debtor confirming the statements made in paragraphs (b), (c), and (d) above;
(f) The Lender shall have completed a satisfactory operational review of the Ottawa Plant, consisting of, INTER ALIA, such measurements and analyses of the Ottawa Plant, its production capacity, its machinery and equipment, and such other features of its operation as are necessary to ascertain whether the criteria set forth on SCHEDULE 5.2(f) hereto for such operational review have been satisfied.
Conditions Precedent to Making Loan. (a) On or prior to the first borrowing hereunder, Secured Party shall have actually received from the party or parties designated below in form and content satisfactory to Secured Party:
(i) A currently dated certified copy of the resolutions of the Board of Directors of Debtor authorizing Xxxxxx X. Xxxxxx, the President of Debtor to execute and deliver this Agreement and all other agreements, instruments and documents required to be executed and delivered by it to Secured Party by the terms hereof;
(ii) The Term Loan Note, the Line of Credit Note, and the Revolver/Term Note, each executed by Debtor;
(iii) A Guaranty Agreement executed by Guarantor; (iv) Reimbursement of all of Secured Party's expenses;
Conditions Precedent to Making Loan. Subject to Section 2.1, the Lender shall not be obligated to make the Loan until all of the following conditions have been satisfied by proper evidence, execution and/or delivery to the Lender of the following items, all in form, and substance reasonably satisfactory to the Lender:
(a) The Convertible Note;
(b) This Agreement;
(c) SBA forms 480, 652, and 1031;
(d) Guaranty by CompuSven, Inc. and Stellar Internet Monitoring, LLC;
(e) The Warrant;
(f) The Security Agreements and UCC-1 for the Borrower, Guarantor, and all parties thereto;
Conditions Precedent to Making Loan. The obligation of the Lenders ----------------------------------- to make the Loan on the Funding Date is subject to the satisfaction of each of the following conditions at such time:
