CONDITIONS TO BANK'S OBLIGATIONS. The obligations of the Banks to enter into this Amendment and be bound by the terms hereof, including without limitation the giving of the consent set forth in Section 7 hereof, are subject to the satisfaction of the following conditions precedent:
CONDITIONS TO BANK'S OBLIGATIONS. The obligations of the Bank under this Agreement are subject to the following conditions:
CONDITIONS TO BANK'S OBLIGATIONS. The obligations of the Banks to enter into this Amendment and be bound by the terms hereof and to make the Term Loans are subject to the satisfaction of the following conditions precedent:
CONDITIONS TO BANK'S OBLIGATIONS. The willingness of the Bank to consent to and enter into this Second Amendment is subject to the satisfaction of the following conditions concurrently with the execution and delivery of this Second Amendment:
(a) The Bank shall have received approving resolutions adopted by the Borrower, certified as of the date hereof by the Clerk of the Borrower, authorizing the execution and delivery by the Borrower of this Second Amendment and all documents referenced herein.
(b) The Borrower shall execute and deliver an amended and restated revolving credit promissory note (the "Replacement Note") payable to the Bank in the maximum restated principal amount of $5,900,000.00, such Replacement Note to be in the form of EXHIBIT A annexed hereto. The Replacement Note shall amend, restate and replace the existing Revolving Credit Note dated February 21, 2003 in its entirety, but the Replacement Note shall not be evidence of satisfaction of the indebtedness owed by the Borrower to the Bank. Further, any and all references to the "Revolving Credit Note" in the Credit Agreement and ancillary loan documents shall include and refer to the Replacement Note, as it may be amended in writing from time to time hereafter.
(c) The Bank shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Bank may reasonably request.
(d) The Bank shall have been reimbursed for all costs and expenses incurred in connection with this Second Amendment including, but not limited to, attorneys' fees and disbursements.
CONDITIONS TO BANK'S OBLIGATIONS. The obligation of Bank to consummate the transactions contemplated by this Agreement and the Agreement of Merger shall be subject to the following conditions, except as Bank may waive the same in writing:
(a) NO MATERIAL ADVERSE CHANGE. From December 31, 1996, through the Closing Date, there shall have been no material adverse change in the financial condition, results of operation, business or assets of Bancshares and Citizens and there shall have been no occurrence or circumstance (whether arising heretofore or hereafter) which might reasonably be expected to result in any such material adverse change.
CONDITIONS TO BANK'S OBLIGATIONS. The willingness of the Bank to consent to and enter into this Modification Agreement is subject to the following conditions:
(a) Concurrently with the execution and delivery of this Modification Agreement, the Bank shall have received such documents, certificates, resolutions, instruments, insurance certificates, title insurance endorsements and agreements from Borrower as the Bank may reasonably request.
(b) Concurrently with the execution and delivery of this Modification Agreement, Borrower hereby agrees to pay to the Bank the fees and expenses incurred by the Bank, including, but not limited to, (i) a commitment fee in the amount of $50,071.89, and (ii) the legal fees and expenses and disbursements, incurred in connection with the preparation and implementation of this Agreement.
CONDITIONS TO BANK'S OBLIGATIONS. The willingness of the Bank to consent to and enter into this Modification Agreement is subject to the following conditions:
(a) Concurrently with the execution and delivery of this Modification Agreement, the Bank shall have received such documents, certificates, resolutions, instruments, insurance certificates, title insurance endorsements and agreements from Borrower as the Bank may reasonably request.
(b) Borrower hereby agrees to pay to the Bank the fees and expenses incurred by the Bank, including, but not limited to, legal fees and expenses and disbursements, incurred in connection with the preparation and implementation of this Agreement.
CONDITIONS TO BANK'S OBLIGATIONS. The willingness of the Bank to consent to and enter into this First Amendment is subject to the satisfaction of the following conditions concurrently with the execution and delivery of this First Amendment:
(a) The Borrower shall make and deliver the Amended and Restated Master Note (the "Replacement Note") payable to the Bank so as to reflect the increase in the Non-Restoring Credit Facility as set forth in this First Amendment, such Replacement Note to be in the form annexed hereto as Exhibit 2.3 - B. Such Replacement Note shall amend, restate and replace the existing Master Note in its entirety, but the Replacement Note shall not be evidence of satisfaction of the indebtedness owed by the Borrower to the Bank. Further, the term "Master Note" as defined in the Credit Agreement shall mean and refer to the Replacement Note of even date made by the Borrower payable to the Bank pursuant to this First Amendment, and all extensions, modifications, and renewals thereof.
CONDITIONS TO BANK'S OBLIGATIONS. (a) Subject to the terms of subsection (e) of this Section 6, the obligations of the Banks to enter into this Amendment and be bound by the terms (x) hereof, and (y) the Agreement as amended hereby, are subject to the satisfaction of the following conditions precedent:
CONDITIONS TO BANK'S OBLIGATIONS. III.1. Conditions to Issuance of the Letters of Credit. The obligations of Wachovia to issue each of the New Letters of Credit are subject to the satisfaction of all of the following conditions precedent:
