Conditions Precedent to the First Advance. The obligation of the Lender to make the first Advance (which shall be the Advance specified in Section 2.01(a)) is subject to the following conditions precedent having been satisfied (or waived in writing by the Lender) on or prior to the relevant Drawdown Date:
(a) the Lender shall have received, in form and substance satisfactory to the Lender, evidence that the IPO has been consummated in all material respects in accordance with the Public Offering Documents and all applicable law, all of which Public Offering Documents shall be in form and substance reasonably satisfactory to the Lender, and the Borrower shall have received net proceeds (after deducting costs and expenses) from the IPO which, when added to the Tranche A Advance, shall enable the Initial Guarantors both to purchase the Initial Vessels in full and to comply with Section 6.01(1)(i).
(b) The Lender shall have received each of the Notes duly executed by the Borrower to the order of the Lender;
(c) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified):
(i) the Account Charge relating to the Operating Account, duly executed by the Borrower;
(ii) a Mortgage relating to each Initial Vessel, duly executed by the relevant Initial Guarantor;
(iii) an Assignment of Earnings relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a consent from each Charterer subordinating its respective claims against each Initial Vessel to that of the Lender;
(iv) an Assignment of Insurances relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a signed Notice of Assignment, substantially in the form attached thereto;
Conditions Precedent to the First Advance. The obligation of the Lender to make the first Advance is subject to Financial Close occurring.
Conditions Precedent to the First Advance. The obligations of the Financiers to make the first Advance available to the Borrower under this agreement are subject to the Facility Agent being satisfied that on the first Drawdown Date:
(a) (Documents): the Facility Agent has first received all of the documents listed in Schedule 3 in form and substance reasonably satisfactory to it; and
(b) (Fees): all fees then due from the Borrower under clause 10 have been paid.
Conditions Precedent to the First Advance. The obligation of the First Advance Lender to make the First Advance under the Credit Facility is subject to fulfilment of the following conditions precedent at the time the First Advance is made available, provided that the First Advance may be advanced over two separate days:
(a) no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the First Advance;
(b) the representations and warranties of the Credit Parties contained in Article 5 and in each of the other Credit Documents are true and correct on the First Advance Closing Date as if such representations and warranties were made on that date;
(c) no litigation is pending or threatened in writing against one or more of the Credit Parties that, if decided adversely, would reasonably be expected to have a Material Adverse Effect;
(d) the First Security shall have been executed and delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation reasonably required by the First Advance Lender in connection therewith shall have been executed and delivered, all in form and substance reasonably satisfactory to the Agent and the First Advance Lender;
(e) the Agent having received, in form and substance and dated a date reasonably satisfactory to the First Advance Lender and its counsel:
(i) an executed copy of this Agreement, the IP Guarantee and the First Advance Security Documents;
Conditions Precedent to the First Advance. The obligation of each Lender to contribute to the First Advance shall be subject to the further conditions that:
3.3.1 the Agents, or their duly authorised representative, shall have received, no later than two (2) Banking Days or such shorter period as the Agents may agree, before the date on which the Drawdown Notice for the First Advance is given, the documents and evidence specified in Schedule 3 part 2 in form and substance satisfactory to the Agents (and, in the case of the documents and evidence specified in paragraphs 3 and 15(g) thereof, in form and substance satisfactory to the Lenders); and
3.3.2 the Facility Agent shall have notified the Lenders of the receipt of such documents and evidence which the Facility Agent agrees to do promptly after receipt thereof, provided that if (A) the Drawdown Date of the First Advance will be on or prior to the date falling ten (10) Banking Days after the date of this Agreement, and (B) the Facility Agent (acting on the instructions of the Majority Lenders, each Lender acting reasonably) believes that during the period commencing on the date of this Agreement and ending on that Drawdown Date there has been no change in circumstances or law which may adversely affect any right, title or interest of any Beneficiary, any of the documents or evidence which has been provided pursuant to and in accordance with clause 3.1 shall not be required to be provided again under this clause 3.3.
Conditions Precedent to the First Advance. The Lender shall not be obligated to advance the First Advance unless and until the following conditions have been fulfilled to the Lender's sole satisfaction:
(a) any security interest held by Quest granted by the Borrower (or any Material Subsidiary or Affiliate of the Borrower) to such party in respect of the Quest Debt shall either:
(i) have been fully discharged and such discharges shall be registered on all applicable personal property and real property registers; or
(ii) the Borrower shall have received an irrevocable authority (which shall include all required executed but unregistered discharges) from Quest in respect of effecting such discharges concurrently with the Borrower's repayment in full of the Quest Debt, and Quest shall execute a release and termination agreement, in form and on terms satisfactory to the
Conditions Precedent to the First Advance. As a condition precedent to the first Advance hereunder, Borrower must have confirmed and agreed to and executed and/or delivered (or cause to have been delivered) all of the following to Lender:
(a) A copy of Borrower’s Articles of Incorporation, along with a copy of Borrower’s Bylaws and any other company governance agreements of Borrower, and a certified copy of a resolution of Borrower authorizing the Loan, the transactions in furtherance of the Loan and the execution and delivery of the Loan Instruments, and stating the names of the persons authorized to execute the Loan Instruments;
(b) The Note;
(c) The Mortgage, the Assignment of Leases and Rents, the Financing Statements and the Indemnification Agreement;
(d) The Mortgage and the Assignment of Leases and Rents have been recorded in the office of the Circuit Clerk and Ex-Officio Recorder for Washington County, Arkansas, with all filing fees therefor paid, all prior to the commencement of any construction or site development on any part of the Land or the placing of any equipment, supplies or material on the Land, and appropriate Financing Statements have also been filed in the office of the Arkansas Secretary of State;
(e) A paid Title Insurance Policy;
(f) Insurance Policies covering builder’s risk, fire and extended coverage risks, and general comprehensive public liability, with loss payable certificates in favor of Lender, in accordance with the terms of this Agreement and the Mortgage;
Conditions Precedent to the First Advance. The obligations of the Financier to make the first Advance available to the Borrower under this agreement are subject to Financial Close having occurred.
Conditions Precedent to the First Advance. Provided that Borrower has satisfied all of the conditions set forth below, the obligation of the Administrative Agent under this Agreement to make the first Advance in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) is subject to the fulfillment of the following conditions to the reasonable satisfaction of the Administrative Agent or its agents, in their sole discretion:
6.1.1 The Borrower shall have executed and delivered (or shall have caused to be executed and delivered) to the Administrative Agent all of the Loan Documents;
6.1.2 The Borrower shall have delivered to the Administrative Agent the Title Insurance Policy insuring title to the Premises in accordance with the terms of the Mortgage and the Administrative Agent’s interest therein as a valid and enforceable fourth mortgage lien, subject only to exceptions approved by the Administrative Agent and containing (A) full coverage against mechanics’ liens, and (B) no survey exceptions except those theretofore approved by the Administrative Agent;
6.1.3 All representations and warranties contained in this Agreement or in any of the other Loan Documents shall be true, correct and complete in all material respects;
6.1.4 The Borrower shall have performed all terms and conditions of the Loan Documents required to be performed at that time;
6.1.5 The Borrower has not received and has no reason to believe that there is a cease and desist order from any Governmental Authority;
6.1.6 No event shall have occurred which constitutes or which, with the giving of notice or the lapse of time or both, would constitute an Event of Default;
6.1.7 The Borrower shall have delivered to the Administrative Agent each additional item required by any Loan Document or deemed reasonably necessary or advisable by the Administrative Agent.
6.1.8 If requested by the Administrative Agent or the Title Insurer; the Borrower shall have delivered to the Administrative Agent a print of an updated Survey dated or redated to such dates as the Administrative Agent or the Title Insurer may from time to time reasonably require; and
6.1.9 No portion of the Premises shall have been damaged by fire or other casualty and not repaired to the condition immediately prior to such casualty, and no condemnation or taking of the Premises or any portion thereof shall be pending or threatened; and
6.1.10 BJ'S Wholesale Club, Inc. ("BJ'S") has taken possession under that certain Lease, dated March 12, 2009 (th...
Conditions Precedent to the First Advance. The obligation of the Lender to make the First Advance is subject to the condition precedent that the Lender shall have received all of the following, each duly executed and dated as of the Closing Date, in form and substance satisfactory to the Lender:
