Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender:
(a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto;
(b) the Intercreditor Agreement;
(c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof;
(d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements;
(e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;
(f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; and
Conditions Precedent to the Loan. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:
Conditions Precedent to the Loan. The obligation of the Lender to make the Loan pursuant to Section 2.1 shall be subject to the satisfaction, on or before the applicable Closing Date, of the conditions set forth in this Section. If the conditions set forth in this Section are not met on or prior to the applicable Closing Date, the Lender shall have no obligation to fund the amount of the Loan required on the applicable Closing Date.
(a) The Company shall have duly executed and delivered to the Lender the Note representing the Loan in the amount funded on the applicable Closing Date.
(b) The Company shall have duly authorized, executed, and delivered to the Lender a security agreement in the form attached hereto as Exhibit B (the “Security Agreement”) to secure the repayment of the Loan and granting the Lender a continuing security interest in all presently existing and hereafter acquired assets and property of the Company of whatever nature and wherever located which such Security Interest shall be senior to all other security interests or Encumbrances against the assets and property of the Company other than Senior Debt (as hereafter defined). Lender shall be entitled to a security interest pari passu on a pro-rata basis with the investors participating in private placement pursuant to the 2006 Private Placement Memorandum (the “PPM”) of the Company and, except as set forth above, Lender’s security interest shall be senior to any other indebtedness of the Company, whether now existing or created or incurred in the future. “Senior Debt” shall mean all indebtedness for all principal, fees, expenses, interest, penalties, post-bankruptcy petition interest, and all other amounts payable for money borrowed from banking or other financial institutions or governmental lending facilities that is not convertible into equity securities of the Company, including, but not limited to the $2,000,000 loan from the California Integrated Waste Management Board (the “CIWMB Loan”) and the remaining amount due and owing under the forbearance agreement by and between the Company and the Elevation Fund, LLC (the “Forbearance Agreement”).
Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date is subject to the satisfaction by Borrower on the Closing Date of the following conditions precedent:
Conditions Precedent to the Loan. As a condition precedent to Lender making the Loan, the Borrower shall deliver to Lender on or before the date of the Loan closing, the following, in form and substance satisfactory to Lender:
a. Note; and
b. Such other documents as reasonably may be required by the Lender or Lender’s counsel. The Loan documents as provided above (collectively, the “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such other provisions as are deemed necessary or desirable by Lender. The form and substance of all such documents must be satisfactory to Lender prior to disbursement by Lender of any of the proceeds of the Loan.
Conditions Precedent to the Loan. The Bank’s obligation to disburse the Loan under this Credit Facility Agreement shall be subject to compliance with all the following conditions precedent, which, as established for the benefit of the Bank, may be waived by the Bank at its sole discretion: One. - That the Bank shall have received, at least one Bank Business Day in advance to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms and under the conditions set forth in the second clause hereof, and according to the tenor of the document identified as Annex A referred to in section two hereof; Two. – That on the disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement of the Loan and in the relevant Disbursement Request, the Debtor certifies that the representations and warranties made by the Debtor hereunder remain valid and shall continue to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; and Seven. -That all fees, commissions and expenses that the Debtor must pay to the Bank hereunder are duly paid on the Loan disbursement date, which may be deducted by the Bank at the moment of the disbursement of the Loan.
Conditions Precedent to the Loan. The conditions for Party A to provide the Loan to Party B are set out below:
5.1 Party A and Party B having duly entered into an Equity Pledge Agreement (the “Equity Pledge Agreement”), pursuant to which Party B agrees to pledge all its equity interest in Ctrip Commerce to Party A;
5.2 Party A, Party B and Ctrip Commerce having duly entered into an Exclusive Call Option Agreement (the “Exclusive Call Option Agreement”), pursuant to which Party B will grant an irrevocable and exclusive call option for Party A to purchase all of Party B’s equity interest in Ctrip Commerce;
5.3 each of the representations and warranties made by Party B under Article 6.2 below being true, complete, correct and not misleading, and will be true, complete, correct and not misleading as of the day when the Loan is received; and
5.4 Party B not breaching any of its covenants made in Article 7 below, and no events having occurred or being anticipated to occur that may affect Party B’s performance of its obligations hereunder.
Conditions Precedent to the Loan. As a condition precedent to Lender making the Loan, the Borrower shall deliver to Lender on or before the date of the Loan closing, the following, in form and substance satisfactory to Lender:
(a) The Note;
(b) Mortgage and Security Agreement;
(c) UCC-1 Financing Statements;
(d) Evidence satisfactory to Lender of ownership of the Collateral by Borrower free and clear of encumbrances of any kind;
(e) Guaranties from Mountain View Nursing, LLC and AdCare Health Systems, Inc. (collectively, the “Guarantor” or “Guarantors”);
(f) Such other documents as reasonably may be required by the Lender or Lender’s counsel. The Loan documents as provided above (collectively, the “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such other provisions as are deemed necessary or desirable by Lender. The form and substance of all such documents must be satisfactory to Lender prior to disbursement by Lender of any of the proceeds of the Loan.
Conditions Precedent to the Loan. This Agreement shall become effective upon, and the obligation of the Lender to make the Loan hereunder on the Closing Date is subject to, the satisfaction of the following conditions precedent:
Conditions Precedent to the Loan. To induce the Lenders to enter into this Agreement, the Borrower hereby agrees that the following conditions precedent shall be satisfied not later than the Closing Date:
