Conditions to Loan. Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33
Conditions to Loan. The agreement of the Lender to extend the Loan requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:
(a) The Lender shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals), each dated on or prior to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender:
(i) duly executed counterparts of this Agreement,
(ii) the Security Agreement, duly executed by the Borrower, together with:
(A) certificates representing the Pledged Interests referred to in the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank.
(B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date under the Uniform Commercial Code of all jurisdictions that the Lender may reasonably deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, and
(C) copies of Uniform Commercial Code, tax and judgment lien searches with respect to the Borrower in each of the jurisdictions where the Borrower is located (within the meaning of Section 9-307 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction), dated on or before the Closing Date, together with copies of all such filings disclosed by such search;
(iii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;
(iv) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing and in good standing in the jurisdiction where it is formed;
(v) a certificate signed by a Responsible Officer of the Borrower certifying (A)...
Conditions to Loan. The obligation of the Lender to make the Loan is subject to the following conditions:
Conditions to Loan. The agreement of the Lender to make the Loan is ------------------ subject to the satisfaction, immediately prior to or concurrently with the making of such Loan on the Closing Date, of the following conditions precedent:
Conditions to Loan. The obligation of the Lenders to make the Loans hereunder is subject to satisfaction of the following conditions precedent on the Closing Date (or the waiver thereof in accordance with Section 10.01):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable):
(i) executed counterparts of this Agreement;
(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of such Loan Party to enter into this Agreement and the other Loan Documents to which it is a party (including approvals by the board of directors or similar governing body of such Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) certified copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization and each jurisdiction where if not obtained would reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) Xxxxxxxx Xxxxxxx LLP, counsel for the Borrower, addressed to the Administrative Agent and each Lender, as to the absence of a conflict with Material Indebtedness of the Loan Parties and such other customary matters as the Administrative Agent may reasonably request, (C) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (D) Xxxxxxx Xxxx...
Conditions to Loan. 36 Section 3.1. Conditions Precedent to the Loan .................... 36
Conditions to Loan. The obligation of Lender to make the Loan shall be subject to the satisfaction or waiver by Lender, prior thereto or concurrently therewith, of each of the following conditions precedent:
Conditions to Loan. Notwithstanding the foregoing, the obligation of Lender to disburse the Loan to Borrower is subject to the satisfaction of the following conditions:
(a) Borrower shall have obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is a party or by which Borrower or any of its subsidiaries is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the Loan or the other transactions contemplated hereby, including but not limited to the Merger.
(b) Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one hundred percent (100%) of the issued and outstanding shares of the capital stock of Borrower (the “Borrower Control Shares”) shall have entered into a pledge agreement of even date herewith, substantially in the form attached as Exhibit B to this Agreement (the “Newco Pledge Agreement”) with the Lender and Gottbetter & Partners, LLP, as collateral agent (the “Collateral Agent”), pursuant to which such stockholders shall have pledged to, and deposited with, the Collateral Agent the Borrower Control Shares, for the benefit of the purchasers of the Convertible Notes in the Note Offering (the “Buyers”), as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes.
(c) Borrower shall have entered into a security agreement of even date herewith, substantially in the form attached as Exhibit C to this Agreement (the “Newco Security Agreement”) with the Lender and the Collateral Agent pursuant to which Borrower shall have granted and conveyed to the Collateral Agent, for the benefit of the Buyers, a first priority security interest in all of the tangibl...
Conditions to Loan. Notwithstanding any other term or provision contained in this Agreement, the Administrative Agent’s and Lenders’ obligation to make the Term Loan hereunder is subject to the satisfaction of each of the following conditions precedent:
Conditions to Loan. Bank will have no obligation to make or advance any Loan until Borrowers have delivered to Bank at or before the closing date, in form and substance satisfactory to Bank:
(a) An executed Revolving Note of even date herewith.
(b) A corporate resolution of HCN.
(c) An executed copy of this Agreement.
(d) Such additional information and materials as Bank may reasonably request.
