Conditions Precedent to the Advance. The obligation of the Lenders to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Date:
(a) Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the Lenders:
(i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan);
(ii) this Agreement, duly executed by the Borrower and each Guarantor;
(iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business;
(iv) the duly executed Gxxxxxxx;
(v) the duly executed Collateral Documents;
(vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account;
(vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents;
(viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/...
Conditions Precedent to the Advance. Lender's obligation to make the Advance under this Agreement shall be subject to the fulfillment, on or before September 30, 2013 (or such later date as Lender approves in writing), of all of the following conditions precedent, and all other conditions precedent that may be contained in any of the Loan Documents:
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the condition precedent that the Lender shall have received, in form and substance satisfactory to the Lender:
Conditions Precedent to the Advance. The following conditions, in addition to any other requirements set forth in this Agreement, shall have been met or performed on or prior to the date the Advance hereunder shall be made by the Bank:
Conditions Precedent to the Advance. The Facility Lenders will only be obliged to make the Advance if:
3.1.1 the Facility Agent (or its duly authorised representative) has received the documents and other evidence listed in Schedule 2, Part 1 of this Agreement;
3.1.2 on the date of the Drawdown Notice and on the proposed Drawdown Date no Default is continuing or would result from the making of the Advance;
3.1.3 on the date of the Drawdown Notice and on the proposed Drawdown Date the representations made by the Borrower under clause 11 (other than that in clauses 11.2, 11.6 and 11.18) are true in all material respects;
3.1.4 the amount of the Advance does not exceed the lower of (i) one hundred and fifty million Dollars ($150,000,000) and (ii) seventy per cent. (70%) of the Vessel Total Costs; and
3.1.5 the Total GIEK Facility Commitments do not exceed eighty five per cent. (85%) of the aggregate of the Eligible Costs and the Hiload Eligible Costs.
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Lender, of each of the following conditions precedent as of the date hereof and to the Lender’s continued satisfaction on the date hereof: Lender shall have received in form and substance satisfactory to the Lender: a Note representing the aggregate amount of the Term Loan, duly executed by the Borrower and payable to the order of the Lender; this Agreement, duly executed by the Borrower; confirmation from the Borrower regarding the adoption of resolutions of the board of directors or others performing similar functions with respect to such corporation or other organization, as applicable, of the Borrower approving and authorizing the execution, delivery, and performance by the Borrower of each Loan Document, the notices and other documents to be delivered by the Borrower pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder; and such other documents and instruments with respect to the transactions contemplated hereby as the Lender may reasonably request.
Conditions Precedent to the Advance. (a) The obligation of the Bank to make the Advance is subject to the conditions precedent that no event or condition that could have a Material Adverse Effect shall have occurred since the date of the latest audited financial statements provided prior to the Date of the Agreement, and further that the Bank shall have received on or before the Date of the Agreement (as may be extended by Bank in its sole discretion) the following (with each such document to be dated on or before such day (unless otherwise provided) and in form and substance satisfactory to the Bank):
(i) This Agreement duly executed by each Obligor;
(ii) The Addendum duly executed by each Obligor;
(iii) A Note (substantially in the form of Exhibit B hereto) duly executed by the Borrower;
(iv) Certified copies of the resolutions of the Board of Directors or equivalent body of the Obligors or extracts thereof, as applicable, approving this Agreement, as applicable, and of all documents evidencing other necessary corporate or other action;
(v) Such other documents requested by the Bank which, in the Bank’s opinion, are necessary to evidence the Obligors’, as applicable, ability to execute, deliver and perform this Agreement and the Note which shall evidence the Advance;
(vi) If the Bank shall so require, the favorable opinion of counsel for the Borrower and/or the Guarantor, as to the matters referred to in Section 9 hereof, and as to such other matters as the Bank may reasonably request;
(vii) The Borrower shall pay all reasonable fees and expenses required to be paid hereunder on the Date of the Agreement to the extent invoiced prior to the Date of the Agreement in connection with the preparation, execution and delivery of this Agreement;
(viii) At least five days prior to any Advance, any documents reasonably requested by Bank under applicable “know your customer” and anti-money laundering rules and regulations;
Conditions Precedent to the Advance. The following are conditions precedent to each Advance:
Conditions Precedent to the Advance. The obligations of the Lessor (through the Administrative Agent) to make the Advance on the Document Closing Date and the obligation of the Lenders to make the related Funding of their Loans on the Document Closing Date and the effectiveness of the Operative Documents are subject to the satisfaction or waiver on or prior to the Document Closing Date of each of the following conditions precedent:
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the condition precedent that Lender shall have received on the date hereof, in form and substance satisfactory to the Lender:
(a) A Note representing the aggregate amount of the Advance, duly executed by the Borrower and payable to the order of the Lender.
(b) This Agreement, duly executed by the Borrower.
(c) A certificate of an officer of the Borrower certifying the resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery, and performance by the Borrower of each Loan Document, the notices and other documents to be delivered by the Borrower pursuant to each Loan Document, and the transactions contemplated thereunder.
(d) Certificates of appropriate officials as to the existence and good standing of the Borrower in its jurisdiction of incorporation.
(e) The duly executed Pledge and Security Agreement.
(f) Such other documents and instruments with respect to the transactions contemplated hereby as the Lender may reasonably request.
