Conditions to Making the Loan. In addition to any other requirement or condition precedent set forth in this Note or in any other Loan Document to Lender’s obligation to make the Loan, Borrower shall: (a) provide to Lender the following items, each of which shall be acceptable in form and substance to Lender and its legal counsel, in Lender’s sole discretion: (i) fully executed originals of all Loan Documents, (ii) evidence of Borrower’s casualty, liability, and other insurance policies; and (iii) such other financial information, reports and documentation relating to Borrower and/or as Lender may request; and (b) set up and maintain with Lender throughout the term of the Loan an operating account.
Conditions to Making the Loan. The agreement of the Lender to make the Loan is subject to the satisfaction, prior to or concurrently with the making of the Loan on the Closing Date, of the following conditions precedent:
Conditions to Making the Loan. In addition to any other requirement or condition precedent set forth in this Note or in any other Loan Document to Lender’s obligation to make the Loan, Borrower: (a) shall provide to Lender the following items, each of which shall be acceptable in form and substance to Lender and its legal counsel, in Lender’s sole discretion: (i) fully executed originals of all Loan Documents, (ii) evidence of Borrower’s casualty, liability, and other insurance policies; and (iii) such other financial information, reports and documentation relating to Borrower and/or as Lender may request; (b) shall set up and maintain with Lender throughout the term of the Loan an operating account; and (c) shall not authorize or carry out any distributions to Guarantor during any period in which either Borrower or Guarantor is in default, beyond applicable notice and cure periods, if any, under the Loan Documents and, absent any default, shall not authorize or carry out any distributions by Borrower during any period in which the Fixed Charge Coverage Ratio (defined below) is not in compliance with Section 15.3 below.
Conditions to Making the Loan. Upon satisfaction of each of the following conditions, the First Union Lender shall be required to make the Loan to the Borrower on the Loan Advance Date:
Conditions to Making the Loan. As conditions precedent to the making of the Loan by the City:
(1) The Developer shall provide the City an executed Mortgage that when filed will be a second mortgage lien on the Development Property;
(2) The Developer shall provide the City the executed Note;
(3) The Developer shall provide the City an executed opinion of counsel to the Developer in the form attached hereto as Exhibit B;
(4) The Developer shall be in material compliance with all the terms and provisions of this Agreement;
(5) The Developer shall have submitted to the City Construction Plans for the Project and such Construction Plans shall have been approved by the City;
(6) The Developer shall have obtained a building permit for the Project; and
(7) The Developer shall furnish the City evidence that the Developer has obtained construction financing for the Project in an amount sufficient, together with equity commitments, to complete the Project in conformance with the Construction Plans.
Conditions to Making the Loan. The Lender's willingness to make the loan shall be subject to the condition precedent that the Lender shall have received all of the following (the "Loan Documents"), each in form and the substance satisfactory to the Lender:
A. This Loan Agreement, properly executed by the Borrower;
B. The Note, properly executed by the Borrower;
C. The Security Agreement, properly executed by the Borrower;
D. A certificate of the Borrower's Secretary certifying as to (1) the resolution of the Borrower's directors, and if required, shareholders, authorizing the execution, delivery and performance of the Loan Documents, (2) the Borrower's articles of incorporation and bylaws, and (3) the signatures of the Borrower's officers or agents authorized to execute and deliver the Documents and other instruments, agreements and certificates on the Borrower's behalf;
Conditions to Making the Loan. Xxxxxx’s obligation to make the Loan is conditioned upon Xxxxxxxx’s satisfaction of all of the following conditions precedent, each of which shall be in form and substance satisfactory to Lender in its sole and absolute discretion.
Conditions to Making the Loan. The obligation of the Bank to make the Loan hereunder is subject to the fulfillment of the following conditions precedent to the satisfaction of the Bank and its counsel:
(a) the Bank shall have received counterparts of this Agreement, duly executed by the Borrower and Parent Guarantor;
(b) the Bank shall have received the Guaranty, duly executed by each Guarantor;
(c) the Bank shall have received the Pledge Agreement, duly executed by the Borrower, together with the following:
(i) the results of Lien searches as of a recent date conducted by a search service reasonably satisfactory to the Bank, and the Bank shall be satisfied that no Liens are outstanding on the assets of Parent Guarantor and its Subsidiaries (other than Immaterial Foreign Subsidiaries), including the Collateral or the Shared Intellectual Property, other than any Permitted Liens (as defined in the form of Security Agreement);
(ii) the results of copyright and trademark searches with respect to such of the Collateral and the Shared Intellectual Property as the Bank may elect, and the results of such searches shall be reasonably satisfactory to the Bank;
(iii) to the extent reasonably requested by the Bank, copies of proper Uniform Commercial Code financing statements, duly filed or ready for filing in all jurisdictions that the Bank may deem necessary in order to perfect the security interests created by the Pledge Agreement;
(iv) evidence reasonably satisfactory to the Bank that the Borrower shall have deposited or shall concurrently deposit by wire transfer of immediately available funds $30,000,000 in the Cash Collateral Account (as defined in the Pledge Agreement); and
(v) evidence that all other actions necessary or, in the good faith opinion of the Bank, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken, in form and substance reasonably satisfactory to the Bank;
(d) the Bank shall have received evidence satisfactory to it that the Borrower shall concurrently pay the fees and expenses of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP as of the Closing Date required to be paid under this Agreement;
(e) the Bank shall have received a certificate of good standing with respect to the each Loan Party, certified as of a recent date by the appropriate office in such Loan Party’s jurisdiction of organization and, except with respect to the jurisdictions, if any, set forth on Schedule 7.14 for such Loan Party, from any other jurisdiction in w...
Conditions to Making the Loan. The obligation of each Lender to make its Pro Rata Share of the Loan is subject to the satisfaction of the conditions set forth in SECTION 9.02 and receipt by the Documentation Agent of the following (in sufficient number of counterparts for delivery of a counterpart to each Lender and retention of one counterpart by the Documentation Agent, except for the Notes, of which each Lender shall receive only its counterpart):
(a) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (ii) a facsimile transmission of such executed counterpart, with the original to be sent to the Documentation Agent by overnight courier;
(b) a duly executed Note for the account of each Lender in each case complying with the provisions of SECTION 2.02;
(c) an opinion letter (i) (together with any opinions of local counsel relied on therein) of Jonex, Xxy, Reavxx & Xogux, xxunsel for the Borrower, dated as of the Closing Date, substantially in the form of EXHIBIT B and covering such additional matters relating to the transactions contemplated hereby as any Agent or any Lender may reasonably request;
(d) an opinion of King & Spalding, special counsel for the Agents, dated as of the Closing Date, substantially in the form of EXHIBIT C and covering such additional matters relating to the transactions contemplated hereby as any Agent may reasonably request;
(e) a certificate (the "Closing Certificate") substantially in the form of EXHIBIT F, dated as of the Closing Date, signed by a Senior Officer of the Borrower, to the effect that (i) no Default has occurred and is continuing on the date of the first borrowing and (ii) the representations and warranties of the Borrower contained in ARTICLE 4 are true on and as of the date of the first borrowing hereunder;
(f) all documents which the Documentation Agent or any Lender may reasonably request relating to the existence of the Borrower or any Subsidiary, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Documentation Agent, including, without limitation, a certificate of each Obligor substantially in the form of EXHIBIT G (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of such Obligor, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower and each Subsidiary authorized to execute and delive...
Conditions to Making the Loan
