Conditions to Loan Closing. The obligation of Lender to extend any loan or credit to Borrower under this Agreement or to make any Loan disbursements is subject to the strict satisfaction of each of the following conditions:
Conditions to Loan Closing. The City’s obligation to proceed with the Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the Loan Closing:
a. All representations and warranties of the Applicant shall be true as of the Loan Closing.
b. The Applicant shall have delivered to the City:
(1) Evidence of Good Standing of the Applicant from the Nebraska Secretary of State.
(2) A copy of the current and correct Articles of Incorporation and Bylaws of the Applicant certified by the Secretary of the Applicant to be correct;
(3) Certified resolutions of the Applicants Board of Directors authorizing this Agreement and providing for signature authority.
c. The Applicant shall have received a loan as provided for in the Application.
d. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following:
(1) a guaranty (the “Guaranty”) of (i) Xxxxx & Xxxxxx Heating and Air Conditioning, LLC, (ii) Xxxx Xxxxxx, and anyone owning 25% of the stock of the Applicant. The form of the Guaranty is attached.
(2) a security agreement (the “Security Agreement”) covering the Applicant’s equipment which shall be second in priority to the Applicant’s primary lender. The form of the Security Agreement is attached.
(3) a deed of trust (the “Deed of Trust”) covering the Applicant’s real estate which shall be second in priority to the Applicant’s primary lender. The form of the Deed of Trust is attached.
e. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Loan Closing.
f. There shall have been no material adverse change in the operation or financial status of the Applicant and the Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change.
g. In requesting the disbursement of the Loan, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.
Conditions to Loan Closing. Prior to and as a condition to the closing of the Loan, Lender must have received and approved the items (and obtained evidence of the satisfaction of the items) specified in this Section 10. These items must be fully executed where applicable, and all submissions which are not originals must be true and complete copies of these items and if requested by Lender, must be so certified by Borrower, Owner or Guarantor or both such parties (as the case may be).
Conditions to Loan Closing. Lender shall have been satisfied that there is no Default or Event of Default under this Agreement or the other Loan Documents, and there is no litigation (existing, pending or threatened) which could cause a Material Adverse Change in the Borrower, Guarantor or the Property. The Loan Closing Date shall occur at such time as all of the conditions and requirements of this Agreement required to be performed by Borrower or other parties have been satisfied or performed. Borrower shall furnish the following to Lender at least ten (10) Business Days prior to the Loan Closing Date or at such time as is set forth below, all of which must be strictly satisfactory to Lender and Xxxxxx’s counsel in their sole discretion, in form, content and execution:
Conditions to Loan Closing. The closing of this Loan is subject to the express conditions precedent that:
a) Borrower shall have delivered or caused to be delivered to Lender the following documents which shall be duly executed, certified and/or recorded as appropriate:
i) the Loan Documents;
ii) Copy of (1) the Articles of Incorporation, together with all amendments thereto, filed with the Nevada Secretary of State, and (2) the Bylaws of Borrower certified by the Secretary or the Assistant Secretary of Xxxxxxxx as of a recent date satisfactory to Lender as being a true and complete copy of the bylaws of Borrower, together with all amendments thereto, as in effect on the date of such certificate and on the date the resolutions set forth in paragraph (v) below will be adopted;
iii) True and correct copies of the Resolutions of the Board of Directors of Xxxxxxxx, along with a listing of the Board of Directors, in form and substance satisfactory to Lender, certified by the Secretary or the Assistant Secretary of Xxxxxxxx, as of a recent date satisfactory to Xxxxxx, evidencing the authorization of the execution, delivery and performance of the Loan Documents;
iv) A Certificate of Incumbency in a form approved by Lender in its sole discretion and signed by the Secretary or Assistant Secretary of Xxxxxxxx, as to the incumbency, and containing the specimen signature or signatures, of the Person or Persons authorized to execute the Loan Documents;
v) Evidence of Borrower’s application for status as a not-for-profit tax-exempt corporation for purposes of federal and, if applicable, state taxation;
vi) UCC-1, filed in the State of Nevada; and
vii) Evidence that the Borrower is in good standing with the Nevada Secretary of State.
b) All acts, conditions and things (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms (except as limited by Bankruptcy Code or similar insolvency laws and/or principles of equity), shall have been done and performed and shall have happened in due and strict compliance with all applicable laws;
c) All documentation, including, without limitation, documentation for corporate, partnership and legal ...
Conditions to Loan Closing. The obligation of the Lender to make the Loan hereunder is subject to the following conditions precedent, all of which shall be in form and substance satisfactory to the Lender in its sole and absolute discretion:
Conditions to Loan Closing. The Loan will close if, and only if, on or before ________, 2021, subject to the satisfaction, in the sole discretion of Lender, of each, every and all of the following conditions:
Conditions to Loan Closing. 17 SECTION 4.01. Conditions to Loan Closing.........................................................17 SECTION 4.02. Conditions to all Loans............................................................18 (a) Continuation of Representations and Warranties..........................................18 (b) No Existing Default.....................................................................18 (c) Officer's Compliance Certificate........................................................18
Conditions to Loan Closing. 15 6.1 Conditions to Loan Closing 15 6.2 Termination of Agreement 18
Conditions to Loan Closing. As a condition precedent to the Loan Closing, Borrower shall furnish the following to the Bank at least five (5) days prior to the Loan Closing or at such time as is set forth below, all of which must be strictly satisfactory to the Bank and the Bank’s counsel in form, content and execution:
