Common use of Conditions to Loan Closing Clause in Contracts

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. 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 loans from Western States Bank as provided for indicated in the Application. d. The Applicant shall have received funds from the City of Xxxxxx CDBG reuse funds as indicated in the Application. e. The Applicant shall have executed a lease agreement for a facility in Gering, Nebraska, of a term no less than 5 years. f. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a joint and several guaranty (the “Guaranty”) of (i) Xxxxx & Xxxxxx Heating and Air Conditioning, LLC, (ii) the following owners of the Applicant: Xxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxx, and anyone owning 25% of the stock of the Applicant. The form of the Guaranty is attachedXxxx Xxxxx. (2) a security agreement (the “Security Agreement”) covering the Applicant’s equipment equipment, inventory, accounts, and other personal property which shall be second in priority to the Applicant’s primary lender, Western States Bank. 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. g. 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. h. 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. i. 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. The In addition to any conditions for the Conditional Loan above, the City’s obligation to proceed with the either Loan Closing is subject to the Applicant’s fulfillment of each of the following conditions at or prior to the each 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 Certificate or Organization of the Applicant Applicant, certified by the Secretary President of the Applicant to be correct; (3) Certified resolutions Resolution of the Applicants Board Members of Directors the Applicant, 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 Loans and the Repaymentrepayment, 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”) Agreement covering the Applicant’s equipment which shall be second in priority to personal property of the Applicant’s primary lenderBusiness. The form of the Security Agreement is attached. (3) a deed d. In order to induce the Loans and secure repayment, the Applicant shall have delivered an unconditional Guaranty of trust (the “Deed of Trust”) covering the Applicant’s real estate which shall be second in priority to the Applicant’s primary lenderXxxxx Xxxxxxx. The form of the Deed of Trust Guaranty 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 either Loan Closing. f. There shall have been no material adverse change in the operation or financial status of the Applicant and the either Loan Closing shall constitute the Applicant’s representations that there has been no such material adverse change. g. In requesting the disbursement of the LoanLoans, the Applicant is considered to have represented that the above conditions have been satisfied and are continuing to be satisfied.

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 President or Secretary of the Applicant to be correct; (3) Certified resolutions of the Applicants Board of Directors of the Corporation 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 A Deed of Trust to be given by XXXXXX 314, LLC which owns the real estate used by the Facility (the “Deed of Trust”). The Deed of Trust shall be second in priority to the existing Deed of Trust held by Platte Valley Bank. The Deed of Trust shall be in the form of the attached “Exhibit B”. (2) The guaranty (the “Guaranty”) of (i) Xxxxx & Xxxxxx Heating and Air Conditioning, LLC, (ii) Xxxx Xxxxxx, and anyone owning 25% of the stock majority shareholder of the Applicant. The Guaranty shall be in the form of the Guaranty is attachedattached “Exhibit C”. (2) a security agreement (d. The Applicant shall have paid off the “Security Agreement”) covering unearned balance of an existing Economic Development Assistance Agreement between the Applicant’s equipment which shall be second in priority to City, 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 attachedApplicant and others, dated June 9, 2009. 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. 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 ApplicantXxxxx. 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. 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 loans from Western States Bank as provided for indicated in the Application. d. The Applicant shall have received funds from the City of Xxxxxx CDBG reuse funds as indicated in the Application. e. The Applicant shall have executed a lease agreement for a facility in Gering, Nebraska, of a term no less than 5 years. f. In order to secure the Loan and the Repayment, the Applicant shall have delivered to the City the following: (1) a joint and several guaranty (the “Guaranty”) of (i) Xxxxx & Xxxxxx Heating and Air Conditioning, LLC, (ii) the following owners of the Applicant: Xxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxx, and anyone owning 25% of the stock of the Applicant. The form of the Guaranty is attachedXxxx Xxxxx, and ECB Corp. d/b/a Omni Duct Systems. (2) a security agreement (the “Security Agreement”) covering the Applicant’s equipment equipment, inventory, accounts, and other personal property which shall be second in priority to the Applicant’s primary lender, Western States Bank. 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. g. 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. h. 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. i. 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. 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 President or Secretary of the Applicant to be correct; (3) Certified resolutions of the Applicants Board of Directors of the Corporation 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 A Deed of Trust to be given by XXXXXX 314, LLC which owns the real estate used by the Facility (the “Deed of Trust”). The Deed of Trust shall be second in priority to the existing Deed of Trust held by Platte Valley Bank. The Deed of Trust shall be in the form of the attached “Exhibit B”. (2) The guaranty (the “Guaranty”) of (i) Xxxxx & Xxxxxx Heating and Air Conditioning, LLC, (ii) Xxxx Xxxxxx, and anyone owning 25% of the stock solemajority shareholder of the Applicant. The Guaranty shall be in the form of the Guaranty is attachedattached “Exhibit C”. (2) a security agreement (d. The Applicant shall have paid off the “Security Agreement”) covering unearned balance of an existing Economic Development Assistance Agreement between the Applicant’s equipment which shall be second in priority to City, 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 attachedApplicant and others, dated June 9, 2009. 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. 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 an officer of the Applicant to be correct; (3) Certified resolutions of the Applicants Board Directors of Directors the Applicant 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 Security Agreement (the “Security Agreement”) covering the Applicant’s inventory, equipment which and accounts. The Security Agreement shall be second in priority to the Applicant’s primary lender. The form of the Security Agreement is attachedattached “Exhibit B”. (32) a deed of trust guaranty (the “Deed of TrustGuaranty”) covering of the Applicant’s real estate which Xxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxx Xxxxxxx. The Guaranty shall be second in priority to the Applicant’s primary lender. The form of the Deed of Trust is attachedattached “Exhibit C”. e. d. 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. e. 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. f. 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. 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 Certificate of Incorporation Organization and Bylaws Operating Agreement of the Applicant certified by the Secretary of members (the Applicant “Members”) to be correct; (3) Certified resolutions of the Applicants Board of Directors Members 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 A guaranty (the “Guaranty”) of (i) Xxxxx & Xxxxxx Heating the Members and Air Conditioning, LLC, (ii) Xxxx Xxxxxx, and anyone owning 25% of the stock of the ApplicantPioneer Properties. The Guaranty shall be in the form of the Guaranty is attachedattached “Exhibit B”. (2) a security agreement (the “Security Agreement”) covering the Applicant’s equipment which The Guaranty of Pioneer Properties shall be second in priority to the Applicant’s primary lender. The form secured by a Deed of the Security Agreement is attached. (3) a deed of trust Trust (the “Deed of Trust”) covering the Applicant’s real estate which Real Estate. The Deed of Trust shall be in the form of the attached “Exhibit C”. The Deed of Trust shall be second in priority to the Applicant’s primary lender. The form of the Deed of Trust is attachedBank Loan. e. d. 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. e. 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. f. 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.