Conditions Precedent to the Initial Closing. The Lender’s obligation to proceed forward with this transaction and to enter into this Agreement is subject to satisfaction of each of the following conditions precedent:
(a) no action, suit, investigation, litigation or proceeding to which the Borrower or the Guarantor is a party shall be pending or threatened before any court, Governmental Authority or arbi-trator which (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby;
(b) the Lender shall have received each of the following, in form and substance reasonably satisfactory to the Lender and its legal counsel:
(i) true, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws of the Borrower and the Guarantor, together with all amendments thereto, certified by the secretary or assistant secretary of the Borrower and the Guarantor, respectively, or other authorized officer or a certificate from such party certifying that the copies of the organizational documents of such party previously delivered to the Lender have remained unchanged and are still in full force and effect;
(ii) resolutions of the board of managers/directors of the Borrower and the Guarantor, respectively, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower and the Guarantor or other authorized officer;
(iii) a certificate of incumbency from an appropriate officer certifying the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents to be executed and delivered by the Borrower and the Guarantor (as applicable);
(iv) a certificate of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and
(v) an opinion from counsel to the Borrower and the Guarantor, in form and substance reasonably acceptable to the Lender, covering, among other things, said party’s status as a limited liability company/corporation validly existing in good standing under the laws of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a party, and the enforce...
Conditions Precedent to the Initial Closing. (a) The Original Subscriber will only be obliged to subscribe for the Promissory Certificates to be issued on the Initial Closing Date if:
(i) prior to or at the Initial Closing, the Original Subscriber has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to it (or has waived the requirement to receive any such documents or other evidence);
(ii) on the Initial Closing Date, no Default is continuing or would result from the issue of the Promissory Certificates; and
(iii) on the Initial Closing Date, the representations to be made by each Obligor pursuant to Clause 17 (Representations) are true in all material respects.
(b) The Original Subscriber shall notify the Company promptly upon receipt of all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to it.
Conditions Precedent to the Initial Closing. Section 5.1 Conditions to Each Party's Obligation..........................................................14 Section 5.2 Conditions to the Investors' Obligation......................................................
Conditions Precedent to the Initial Closing. In addition to all other requirements set forth in this Loan Agreement (except those which pursuant to the express terms of this Loan Agreement need not be satisfied until the Loan Opening), Borrower agrees to perform and satisfy all of the following conditions precedent on or prior to the Initial Closing Date, all in form and substance satisfactory to Administrative Agent:
(a) Borrower shall have complied with and performed the provisions of this Loan Agreement, including the provisions of Section 4.2, Article 7 and such other provisions of this Loan Agreement as by their terms are to have been complied with and performed, and all representations and warranties contained herein or in any of the other Loan Documents shall be true and correct.
(b) Borrower shall have furnished to Administrative Agent a true, correct and complete copy of the Prime Contract, fully executed and satisfactory to Administrative Agent and Construction Consultant in all respects. Without limiting the generality of the foregoing, the Prime Contract shall be a guaranteed maximum price contract with the Prime Contractor, and shall provide for completion of the Marriott Improvements on or before the Outside Completion Date. The Prime Contract must specify that title to the Plans and Specifications shall vest in Borrower. Borrower shall have furnished to Administrative Agent true, correct and complete copies of the articles of incorporation and bylaws of the Prime Contractor, together with evidence satisfactory to Administrative Agent of the authority, formation, organization and good standing of the Prime Contractor. Borrower shall have timely issued the Notice to Proceed- Design to Prime Contractor in accordance with Section 14.1(b).
(c) Administrative Agent shall have approved the identity, financial condition and expertise of the Prime Contractor, the Lead Contractor and the Major Subcontractors. Administrative Agent shall either have received from Borrower a true, correct and complete copy of the FF&E Contract, fully executed and satisfactory to Administrative Agent in all respects or, if no FF&E Contract shall have been executed prior to such time, have approved a complete schedule of the FF&E to be purchased for the Marriott Hotel, in form and substance satisfactory to Administrative Agent in all respects.
(d) The original Construction Letter of Credit.
(e) Borrower shall have furnished to Administrative Agent true, correct and complete copies of the fully executed BANs Documents...
Conditions Precedent to the Initial Closing. The obligation of the Lenders to make the Revolving Loans, of Standby L/C Issuer to issue Standby L/Cs and the Surety L/C Issuer to issue the Surety L/C is subject to the satisfaction of each of the following conditions:
Conditions Precedent to the Initial Closing. 47 8.1. Obligation of Buyer to Close on the Initial Closing Date.........................................47 8.2. Obligation of Seller to Close on the Initial Closing Date........................................48
Conditions Precedent to the Initial Closing. The obligation of the Purchasers to purchase the Preferred Stock, Series B to be purchased by them hereunder on the Initial Closing Date is subject to the satisfaction of the following conditions:
(a) The Purchasers shall have received an opinion, addressed to them in form and substance reasonably satisfactory to the Arranger and dated the Initial Closing Date, of Weil, Gotshal & Mangxx LLP, counsel to the Company, substantially in the form of Exhibit E hereto.
(b) The Purchasers shall have received an opinion, addressed to them in form and substance reasonably satisfactory to the Arranger and dated the Initial Closing Date, of Hogax & Xartxxx, L.L.P., special FCC counsel to the Company, substantially in the form of Exhibit F hereto.
(c) The representations and warranties made by the Company herein shall be true and correct in all material respects on and as of the Initial Closing Date, with the same effect as though the representations and warranties had been made on and as of the Initial Closing, the Company shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the other Basic Documents, required to be performed by it at or prior to the Initial Closing.
(d) As of the Initial Closing Date, and after giving effect to the consummation of the transactions contemplated by this Agreement, the Elcom Acquisition Agreement and the other Basic Documents, there shall exist no Default or Event of Default.
(e) As to the Purchasers, the purchase of and payment for the Preferred Stock, Series B by the Purchasers hereunder (i) shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System), (ii) shall not subject the Purchasers to any penalty, or in the Arranger's reasonable judgment, other onerous condition under or pursuant to any applicable law or governmental regulation (provided, however, that such regulation, law or onerous condition was not in effect at the date of this Agreement), and (iii) shall be permitted by the laws and regulations of the jurisdictions to which they are subject.
(f) At the Initial Closing, the Purchasers shall have received a certificate, dated the Initial Closing Date, from the Company stating that the conditions specified in Sections 5.01(c), (d) and (e) have been satisfied or duly waived as of the Initial Closing Date....
Conditions Precedent to the Initial Closing. The obligations of the Purchasers to purchase the Original Notes shall be subject to the satisfaction of the following conditions precedent:
Conditions Precedent to the Initial Closing. Each Purchaser’s obligation to purchase and pay for the Series A-1 Notes or Series B-1 Notes to be sold to it at the Initial Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Initial Closing, of the conditions precedent contained in Section 4.1 and of the following conditions precedent:
Conditions Precedent to the Initial Closing
