Common use of Conditions precedent to the execution of this Agreement Clause in Contracts

Conditions precedent to the execution of this Agreement. The obligation of the Lender to make the Commitment or any part thereof available shall be subject to the condition that the Lender shall have received, not later than two (2) Banking Days before the day on which the Drawdown Notice in respect of the Commitment or such part thereof is given, the following documents and evidence in form substance satisfactory to the Lender: (a) a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate Security Party; (b) a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them; (c) a recent certificate as to the shareholding of each corporate Security Party issued by an appropriate authority or, at the discretion of the Lender, signed by the secretary or a director of each of them as the case may be, stating respectively the full names and addresses of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of them; (d) minutes of separate meetings of the directors and (if required) shareholders of each corporate Security Party at which there was approved (inter alia) the entry into, execution, delivery and performance of this Agreement, the other Security Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant corporate Security Party is or is to be a party; (e) the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Security Documents, and any other documents executed or to be executed pursuant hereto or thereto on behalf of any corporate person; (f) evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity, enforceability, admissibility in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Security Documents; (g) evidence that the fees referred to in Clause 10.9 have been paid in full; (h) a copy of the DOC applicable to Manager certified as true and in effect; (i) any other documents or recent certificates or other evidence which would be required by the Lender in relation to any corporate Security Party evidencing that the relevant Security Party has been properly established, continues to exist validly and is in good standing; and (j) a copy of each of the following documents certified as true and complete by the legal counsel of the Borrower: (i) the MOA; (ii) the Management Agreement evidencing that the Vessel is managed by the relevant Manager on terms acceptable to the Lender; and (iii) any Charterparty.

Conditions precedent to the execution of this Agreement. The obligation of Borrower shall provide the Lender to make the Commitment or any part thereof available shall be subject Bank prior to the condition that the Lender shall have received, not later than two (2) Banking Days before the day on which the Drawdown Notice in respect execution of the Commitment or such part thereof is given, this Agreement the following documents and evidence in form and substance satisfactory to the LenderBank: (a) a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate Security Party; (b) a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of themthem and containing specimens of their respective signatures; (c) a recent certificate as to the shareholding of each corporate Security Party issued by an appropriate authority or, at the discretion of the Lender, signed by the secretary or a director of each of them as the case may be, stating respectively the full names and addresses of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of them; (d) minutes of separate meetings of the directors and (if required) shareholders of each corporate Security Party at which there was approved (inter alia) the entry into, execution, delivery and performance of this Agreement, the other Security Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant corporate Security Party is or is to be a party; (ed) the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Security Documents, and any other documents executed or to be executed pursuant hereto or thereto on behalf of any corporate person; (fe) evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity, enforceability, admissibility in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Security Documents; (gf) evidence that the fees referred to in arrangement fee and the commitment commission due under Clause 10.9 have been paid in full; (g) the shareholders of all Security Parties shall be acceptable in all respects to the Bank. In the event that the Bank agrees (at its sole discretion) that a Security Party may have a corporate shareholder, the conditions set out in sub-clauses (a), (b), (c) and (h) a copy of the DOC applicable this Clause 7.1 shall apply (mutatis mutandis) to Manager certified as true and in effectsuch corporate shareholder; (ih) any other documents or recent certificates or other evidence which would be required by the Lender Bank in relation to any corporate Security Party evidencing that the relevant Security Party has been properly established, continues to exist validly and is to be in good standing, which is the corporate body which binds the company, which is its present board of directors and shareholders, that the execution and performance of the Security Documents has been duly authorised and generally that the representations in Clause 6 are correct in all respects; and (ji) a copy recent certificate as to the shareholding of any corporate Security Party issued by an appropriate authority or, at the discretion of the Bank, signed by the secretary or a director of each of them as the following documents certified as true case may be, stating respectively the full names and complete by the legal counsel addresses of the Borrower: (i) person or persons beneficially entitled as shareholders/ stockholders of the MOAentire issued and outstanding shares/ stock of each of them; (ii) the Management Agreement evidencing that the Vessel is managed by the relevant Manager on terms acceptable to the Lender; and (iii) any Charterparty.

Conditions precedent to the execution of this Agreement. The obligation of Borrower shall provide the Lender to make the Commitment or any part thereof available shall be subject Bank prior to the condition that the Lender shall have received, not later than two (2) Banking Days before the day on which the Drawdown Notice in respect execution of the Commitment or such part thereof is given, this Agreement the following documents and evidence in form and substance satisfactory to the LenderBank: (a) a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate Security Party; (b) a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them; (c) a recent certificate as to the shareholding of each corporate Security Party issued by an appropriate authority or, at the discretion of the Lender, signed by the secretary or a director of each of them as the case may be, stating respectively the full names and addresses of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of them; (d) minutes of separate meetings of the directors and (if required) shareholders of each corporate Security Party at which there was approved (inter alia) the entry into, execution, delivery and performance of this Agreement, the other Security Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant corporate Security Party is or is to be a party; (ed) the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Security Documents, the Management Agreements and any other documents executed or to be executed pursuant hereto or thereto on behalf of any corporate person; (e) a copy of the Bareboat Charterparty certified as true and complete by the legal counsel of the Borrower; (f) evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity, enforceability, admissibility in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Security Documents; (g) evidence that the fees referred to in Clause 10.9 have been paid in full; (h) a copy of the DOC applicable to Manager certified as true and in effect; (i) any other documents or recent certificates or other evidence which would be required by the Lender Bank in relation to any corporate Security Party evidencing that the relevant Security Party has been properly established, continues to exist validly and is to be in good standing; and (jh) a copy declaration signed by the shareholders of any corporate Security Party stating respectively the full names of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of the following documents certified as true and complete by the legal counsel of the Borrower: (i) the MOA; (ii) the Management Agreement evidencing that the Vessel is managed by the relevant Manager on terms acceptable to the Lender; and (iii) any Charterpartythem.

Conditions precedent to the execution of this Agreement. The obligation of Borrower shall provide the Lender to make the Commitment or any part thereof available shall be subject Bank prior to the condition that the Lender shall have received, not later than two (2) Banking Days before the day on which the Drawdown Notice in respect execution of the Commitment or such part thereof is given, this Agreement the following documents and evidence in form and substance satisfactory to the LenderBank: (a) a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate Security Party; (b) a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them; (c) a recent certificate as to the shareholding of each corporate Security Party issued by an appropriate authority or, at the discretion of the Lender, signed by the secretary or a director of each of them as the case may be, stating respectively the full names and addresses of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of them; (d) minutes of separate meetings of the directors and (if required) shareholders of each corporate Security Party at which there was approved (inter alia) the entry into, execution, delivery and performance of this Agreement, the other Security Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant corporate Security Party is or is to be a party; (ed) the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Security Documents, the Management Agreements and any other documents executed or to be executed pursuant hereto or thereto on behalf of any corporate person; (fe) evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity, enforceability, admissibility in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Security Documents; (g) evidence that the fees referred to in Clause 10.9 have been paid in full; (h) a copy of the DOC applicable to Manager certified as true and in effect; (if) any other documents or recent certificates or other evidence which would be required by the Lender Bank in relation to any corporate Security Party evidencing that the relevant Security Party has been properly established, continues to exist validly and is to be in good standing; and (jg) a copy declaration signed by the shareholders of any corporate Security Party stating respectively the full names of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of the following documents certified as true and complete by the legal counsel of the Borrower: (i) the MOA; (ii) the Management Agreement evidencing that the Vessel is managed by the relevant Manager on terms acceptable to the Lender; and (iii) any Charterpartythem.

Conditions precedent to the execution of this Agreement. The obligation of Borrower shall provide the Lender to make the Commitment or any part thereof available shall be subject Bank prior to the condition that the Lender shall have received, not later than two (2) Banking Days before the day on which the Drawdown Notice in respect execution of the Commitment or such part thereof is given, this Agreement the following documents and evidence in form and substance satisfactory to the LenderBank: (a) a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate Security Party; (b) a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of themthem and containing specimens of their respective signatures; (c) a recent certificate as to the shareholding of each corporate Security Party issued by an appropriate authority or, at the discretion of the Lender, signed by the secretary or a director of each of them as the case may be, stating respectively the full names and addresses of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of them; (d) minutes of separate meetings of the directors and (if required) shareholders of each corporate Security Party at which there was approved (inter alia) the entry into, execution, delivery and performance of this Agreement, the other Security Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant corporate Security Party is or is to be a party; (ed) the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Security Documents, and any other documents executed or to be executed pursuant hereto or thereto on behalf of any corporate person; (fe) evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity, enforceability, admissibility in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Security Documents;; and (gf) evidence that the fees referred to in drawdown fee and the commitment commission due under Clause 10.9 have 10.8 has been paid in full;; and (h) a copy of the DOC applicable to Manager certified as true and in effect; (ig) any other documents or recent certificates or other evidence which would be required by the Lender Bank in relation to any corporate Security Party evidencing that the relevant Security Party has been properly established, continues to exist validly and is to be in good standing; and (jh) a copy declaration of each beneficial shareholding by the ultimate shareholders(s) of the following documents certified as true Borrower and complete by the legal counsel a declaration showing that up to 5% of the Borrower: (i) shareholding of the MOA; (ii) the Management Agreement evidencing that the Vessel Corporate Guarantor is managed held by the relevant Manager on terms acceptable to the Lender; and (iii) any CharterpartyXx.Xxxxxxxxx Xxxxxxxxx and members of his family.