Conditions to Forbearance. The following conditions shall constitute Forbearance Conditions, the satisfaction of each and every one of which shall be a condition to the agreement of Lender to forbear as set forth in Section 3 hereof and to continue to make Loans to Borrowers as set forth in Section 4 hereof:
(a) Borrowers and Guarantors (including the Additional Guarantors) shall duly and punctually observe, perform and discharge each and every obligation and covenant on their respective parts to be performed under this Agreement and the Loan Documents;
(b) No Event of Default shall occur or exist other than the Existing Events of Default;
(c) Borrowers shall pay promptly as and when due and payable all taxes on their income, properties or profits and all employment taxes;
(d) There shall not occur any event or condition which Lender, in good faith, determines constitutes a material adverse change in the financial condition, results of operations or business prospects of Borrowers, Guarantors, or the Collateral, or which Lender determines materially and adversely affects the ability of Borrowers or Guarantors to pay or perform the Obligations owed to Lender;
(e) Concurrently with Borrower's request for a Loan to be made pursuant to Section 1.1 of the Loan Agreement as amended hereby, Borrowers, upon Lender's request, shall furnish Lender with a written acknowledgment of the Existing Events of Default and that the making of the requested Loan shall not constitute a waiver thereof;
(f) Simultaneously with the execution hereof, if not delivered prior thereto, Xxxxx shall have executed and delivered to Lender the Xxxxx Guarantee;
(g) Simultaneously with the execution hereof, if not delivered prior thereto, USFG shall have executed and delivered to Lender the USFG Limited Guarantee, the Deed of Trust, and the USFG Negative Pledge;
(h) Within seven (7) days of the date hereof, USFG shall, at Borrowers' sole cost and expense (i) record the Deed of Trust in all recording offices necessary to perfect the mortgage Lien created thereby, and (ii) Lender shall be satisfied, in its sole discretion pursuant to such documentation as Lender may in its sole discretion require, that the Deed of Trust establishes a first priority perfected mortgage Lien in the Real Estate;
(i) Within seven (7) days of the date hereof, USFG and Borrowers shall provide to Lender a copy of the appraisal of the Real Estate performed on behalf of Power Mortgage;
(j) Within seven (7) days of the date hereof, Xxxxx shall prov...
Conditions to Forbearance. This Agreement shall not be effective unless and ------------------------- until each of the following conditions shall have been satisfied in the Lender's sole discretion, which Borrower agrees to satisfy concurrently herewith:
(a) The Lender shall have received executed counterparts of this Agreement duly executed by the Borrower;
(b) The Borrower shall pay all of the costs and expenses of the Lender incurred in connection with the preparation, negotiation and delivery of this Agreement, including, without limitation, the reasonable fees and expenses of its counsel;
(c) The Lender shall have received a resolution authorizing this Agreement, the matters covered hereby and the transactions contemplated hereby;
(d) The Lender shall have received from the Borrower $61,000, by wire transfer, representing the initial installment of the Forbearance Fee, as defined below; and
(e) Borrower shall pay the Lender the sum of $5,000,000, by wire transfer, to be applied to the outstanding Obligations in such manner as Lender shall determine in its discretion.
Conditions to Forbearance. The forbearance set forth in Section 4 hereof is subject to the satisfaction and continuation of the following conditions (the “Conditions”): (x) no default or event of default under the Secured Obligation Documents, other than the Current Defaults, shall occur or be continuing, and (y) Atlantis Co. and the Grantors shall have satisfied and be in compliance with each term and condition of this Agreement.
Conditions to Forbearance. Each of the following conditions shall constitute a forbearance condition (“Forbearance Condition”), the continuing satisfaction of each and every one of which shall be a continuing condition to the agreement of Agent and Lenders to forbear as set forth above in this Section 2:
(i) Except with respect to the Existing Defaults and except as otherwise expressly provided hereinafter in Section 2(f) of this Forbearance Agreement, Borrower shall duly observe and perform each and every obligation and covenant on its part to be performed under the Loan Documents, this Forbearance Agreement and any agreement, instrument or document executed in connection with this Forbearance Agreement including, without limitation, Borrower’s obligations to pay to Agent, on behalf of the Lenders, all principal, interest, fees, charges, expenses and premiums, as and when the same are due and payable pursuant to the Credit Agreement (whether due at stated maturity, upon acceleration or otherwise); and
(ii) No Default or Event of Default shall exist or shall have occurred under any of the terms, conditions, provisions or covenants of the Loan Documents, or this Forbearance Agreement, except the Existing Defaults, the Agent and Lenders acknowledging and agreeing that the continuing occurrence of the Adverse Change Defaults shall not constitute additional Events of Default for purposes of satisfying this Forbearance Condition; and
(iii) The representations and warranties contained in the Loan Documents, this Forbearance Agreement and any agreement, instrument or document executed in connection herewith or pursuant hereto shall be true and correct in all material respects as of the date of this Forbearance Agreement and shall continue to be true and correct in all material respects at all times hereafter (except to the extent that any such representation or warranty (x) by its express terms, relates only to a prior specific date or period or (y) is untrue as a result of the occurrence or continuance of any of the Existing Defaults); and
(iv) The Borrower shall provide to the Agent copies or, in the case of verbal notices information in respect of, any and all notices and correspondence of any kind whatsoever from any inventory vendor, or other material trade creditor, with respect to any default in payment of the amounts due such vendor or trade creditor in excess of $10,000, within two (2) Business Days after the receipt of any such notice or correspondence; and
(v) The Borrower shall...
Conditions to Forbearance. The effectiveness of the agreements of the Lender set forth in Section 5.1 of the Forbearance Agreement is subject to the timely prior satisfaction of each of the following conditions:
(a) Not later than the date of this Amendment, the Lender shall have received the following documents, all in form and substance satisfactory to the Lender and duly executed by each party thereto:
(i) a counterpart of this Amendment duly executed by the Borrower and the Guarantors.
(ii) a Guaranty executed by Lilis.
(iii) an omnibus certificate executed by an authorized officer of Lilis to which is attached (a) an incumbency certificate for all officers who will be authorized to execute the Guaranty or any other Loan Documents (as applicable) on behalf of Lilis, (b) resolutions authorizing Lilis’s execution and delivery of its Guaranty, and (c) copies of the governing documents of Lilis as amended and currently in effect.
(iv) Properly completed and executed Compliance Certificates for the fiscal quarters of the Borrower ended September 30, 2015, December 31, 2015 and March 31, 2016.
(b) Not later than June 24, 2016, the Lender shall have received the following payments and reimbursements in immediately available funds:
(i) a payment for application to the principal balance of the Loans in an amount not less than $6,000,000.
(ii) reimbursement of all estimated legal fees and expenses incurred by the Lender in connection with the credit facility between the Borrower and the Lender and the forbearance terms negotiated and documented in connection therewith, which estimated total amount is equal to $36,000.
(iii) payment of an amendment fee in respect of the extensions and modifications granted in the Fourth Amendment to Forbearance Agreement in the amount of $25,000.
(c) Not later than the date of this Amendment, the Lender shall have received each of the following, all satisfactory in form and substance to the Lender:
(i) Evidence that Lilis has received at least $17,000,000 in equity contributions and that Lilis’s bank accounts have an aggregate balance of immediately available funds at least equal to $17,000,000 (which, for avoidance of doubt, may be used to satisfy the payments and deposits contemplated by clause (b) preceding and Section 2.6.7 of the Forbearance Agreement).
(ii) Evidence satisfactory to the Lender that Lilis’s indebtedness to Heartland Bank has been or substantially contemporaneously with the closing of the Lilis Merger will be repaid in full, that the cr...
Conditions to Forbearance. In consideration of the forbearance set forth in Section 2 hereof, the Company acknowledges and agrees as follows:
Conditions to Forbearance. Each of the following conditions shall constitute a forbearance condition (each, a “Forbearance Condition” and, collectively, the “Forbearance Conditions”), the continuing satisfaction of each and every one of which shall be a continuing condition to the agreement of Lender to forbear as set forth above:
Conditions to Forbearance. As a material inducement for the Lender Parties to enter this Agreement and to forbear from enforcing its rights under the Loan Documents during the Forbearance Period on the terms set forth in this Agreement, and as an express condition of such forbearance, the Borrower Parties agree as follows:
a. No later than August 31, 2023, the Borrower Parties shall have signed term sheets substantially in the form of the Term Sheets for a Strategic Transaction and are diligently working to document and to consummate the Strategic Transaction;
b. No later than December 31, 2023, the Borrower Parties shall have consummated a Strategic Transaction; and
c. Borrower hereby waives any notice and/or cure periods set forth in the Loan Documents solely with respect to the Forbearance Defaults.
Conditions to Forbearance. Agent's and Lender's agreement to forbear as provided in this Agreement is conditioned on the satisfaction of each of the following conditions on or before the date specified for the satisfaction thereof as provided below in this Section 2 or as otherwise provided in this Section 2. Failure to satisfy any of the conditions contained in this Section 2 shall constitute a Forbearance Default.
Conditions to Forbearance a. During the Forbearance Period, and notwithstanding any prior notice of termination of the Bank's Commitments, after the Borrower has utilized all cash presently in its possession or control, the Bank shall, subject to the terms hereof and the other Loan Documents, make such loans and advances in accordance with the provisions of Section 2.1(a) of the Loan Agreement as requested by the Borrower. The Bank shall have no obligation to issue any Letters of Credit for the account of the Borrower at any time hereafter.
