Conditions Precedent to the Initial. Revolving Advance and the Initial Letter of Credit. The Lender's obligation to make the initial Revolving Advance or to cause to be issued the initial Letter of Credit hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender:
(a) This Agreement, properly executed by the Borrower.
(b) The Note, properly executed by the Borrower.
(c) A true and correct copy of any and all leases pursuant to which the Borrower is leasing the Premises, together with a landlord's disclaimer and consent with respect to each such lease.
(d) A true and correct copy of any and all agreements pursuant to which the Borrower's property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee's acknowledgment and waiver of liens, (ii) UCC financing statements sufficient to protect the Borrower's and the Lender's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower's other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower's and the Lender's interests in the Borrower's goods from any claim by such secured party.
(e) An acknowledgment and waiver of liens from each warehouse in which the Borrower is storing Inventory.
(f) A true and correct copy of any and all agreements pursuant to which the Borrower's property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of liens from each subcontractor who has possession of the Borrower's goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower's and the Lender's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person's property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower's and the Lender's interests in the Borrower's goods from any claim by such secured party.
Conditions Precedent to the Initial. Advance.............................................. 36 ------- Section 4.02 Conditions Precedent to Advances After -------------------------------------- the Initial Advance.................................. 37 ------------------- Section
Conditions Precedent to the Initial. Revolving Advance and the Initial Letter of Credit. The Lender's obligation to make the initial Revolving Advance or to issue the initial Letter of Credit hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender:
(a) This Agreement, properly executed by the Borrower.
(b) The Note, properly executed by the Borrower.
(c) An acknowledgment and agreement from each licensor in favor of the Lender, together with a true, correct and complete copy of all license agreements.
(d) The Collateral Account Agreement, properly executed by the Borrower.
(e) The Trademark Security Agreement, properly executed by the Borrower.
(f) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against the Borrower, (ii) no financing statements or assignments of patents or trademarks have been filed and remain in effect against the Borrower except those financing statements and assignments of patents or trademarks relating to Permitted Liens or to liens held by Persons who have agreed in writing that upon receipt of proceeds of the Advances, they will deliver UCC releases and/or terminations and releases of such assignments of patents or trademarks satisfactory to the Lender, and (iii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing.
(g) A certificate of the Borrower's secretary certifying as to (i) the resolutions of the Borrower's directors and if required, shareholders, authorizing the execution, delivery and performance of the Loan Documents, (ii) the Borrower's articles of incorporation and bylaws, and (iii) the signatures of the Borrower's officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower's behalf.
(h) For the Borrower, a current certificate issued by the Secretary of State of its jurisdiction of organization, certifying that it is in good standing in such State.
(i) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary.
(j) An opinion of counsel to the Borrower, addresse...
Conditions Precedent to the Initial. Revolving Advance and the Initial Letter of Credit. The Lender's obligation to make the initial Revolving Advance or to cause to be issued the initial Letter of Credit hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender:
Conditions Precedent to the Initial. Closing Date and the Initial Working Capital Facility Borrowing. The Initial Closing Date and the initial Working Capital Facility Borrowing are subject to satisfaction of each of the conditions set forth below (provided, that, each agreement, document, certificate, instrument, etc. delivered pursuant to this Section 4.01 shall be in form and substance satisfactory to each Lender (except that each agreement, document, certificate, instrument, etc. set forth exclusively in Section 4.1 of the Working Capital Facility Credit Agreement shall be in form and substance satisfactory to each Working Capital Facility Lender) and shall be delivered in sufficient copies for each Secured Party):
(a) Each of this Common Agreement, the Working Capital Credit Agreement, the Construction Facility Credit Agreement and all other Financing Documents (other than the Security Documents, the CFE Notice, the Third Party Consents and the Intercreditor Agreement) shall have been duly executed and delivered by each party hereto or thereto, as the case may be.
(b) The Intercreditor Agent shall have received copies of the following Project Documents (including all exhibits, appendices and schedules attached to each such document), duly executed by each of the parties thereto:
(i) the Public Works Contract, together with a true, correct and complete English translation of the Public Works Contract (including Annex 14 thereto but excluding all other Annexes, the Bid and the RFP);
(ii) the Performance Guarantee in an amount not less than the amount required pursuant to the Public Works Contract and expiring not before December 31, 2007 and a waiver letter from each issuer and confirming party thereof (substantially in the form of Exhibit C, or otherwise in form and substance satisfactory to the Intercreditor Agent);
(iii) the Consortium Agreement; and
(iv) the Principal Subcontracts. together with a certificate of a Representative of the Borrower stating that (i) such copies and such translation are true, correct and complete, (ii) each such Project Document is in full force and effect, (iii) all conditions precedent to obligations of the parties thereunder shall have been satisfied or waived in accordance with the terms thereof, and (iv) there are no other material contracts existing as of the Initial Closing Date in connection with the development, construction and completion of the Project.
(c) The Intercreditor Agent shall have received (i) copies of the organizational documents of t...
Conditions Precedent to the Initial. Rollover Advance, the Issuance of the Initial Letter of Credit and the Effectiveness of this Agreement........................................................49 4.02. Conditions Precedent to All Advances and Letters of Credit............51
Conditions Precedent to the Initial. Advance 36 Section 4.02 Conditions Precedent to Each Advance 38 Section 4.03 Deemed Representations 38 ARTICLE V REPRESENTATIONS AND WARRANTIES 38 Section 5.01 Due Organization 38 Section 5.02 Power and Authority; No Conflicts; Compliance With Laws 38 Section 5.03 Legally Enforceable Agreements 39 Section 5.04 Litigation 39 Section 5.05 Good Title to Properties 39 Section 5.06 Taxes 39 Section 5.07 ERISA 39 Section 5.08 No Default on Outstanding Judgments or Orders, Etc. 40 Section 5.09 No Defaults on Other Agreements 40 Section 5.10 Government Regulation 40 Section 5.11 Environmental Protection 40 Section 5.12 Solvency 41 Section 5.13 Financial Statements 41 Section 5.14 Valid Existence of Affiliates 41 Section 5.15 Insurance 41 Section 5.16 Accuracy of Information; Full Disclosure 41 Section 5.17 OFAC 41 ARTICLE VI AFFIRMATIVE COVENANTS 42 Section 6.01 Maintenance of Existence 42 Section 6.02 Maintenance of Records 42 Section 6.03 Maintenance of Insurance 42 Section 6.04 Compliance with Laws; Payment of Taxes 42 Section 6.05 Right of Inspection 42 Section 6.06 Compliance With Environmental Laws 43 TABLE OF CONTENTS (continued) Section 6.07 Maintenance of Properties 43 Section 6.08 Payment of Costs 43
Conditions Precedent to the Initial. Term Loan and the A&R Effective Date Term Loan
Conditions Precedent to the Initial. LOAN Lender will not make the initial Loan hereunder until it has received
