Conditions to the Loan. At the time of the making of the Loan by Lender to Borrower under this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing):
(a) This Agreement, the Note, Guaranty, and the Deed of Trust (together with any other agreement, instrument or document executed by Borrower with or in favor of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in part, of or for any of the foregoing, collectively, the “Loan Documents”) shall have been duly executed and delivered by all required parties thereto and in form and substance satisfactory to Lender.
(b) Lender shall receive the following (each in form and substance satisfactory to Lender):
(i) Evidence of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunder;
(ii) Evidence that the Borrower (and each affiliated entity set forth herein) is validly existing and in good standing and that Borrower has the right and authority to enter into the Loan Documents;
(iii) Evidence of casualty insurance, liability insurance and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lender;
(iv) Copy of the closing statement for the purchase of the Property;
(v) Evidence of the fee simple and marketable title to the Property in the name of Borrower;
(vi) documents reasonably required to grant Lender a valid and existing second secured deed of trust in and to the Property;
(vii) Such other documents, certificates, approvals or filings as Lender may reasonably request.
(c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default).
(d) All representations and warranties by Borrower and any guarantor (collectively, the “Loan Parties”) in each of the Loan Documents shall be true and correct in all material respects.
(e) There shall have been no materia...
Conditions to the Loan. As a condition to the establishment of the Credit Facility and the Lenders entering into this Agreement, each of the following conditions shall be fulfilled, satisfied and performed in a manner completely satisfactory to the Lenders and their counsel in all respects:
(a) all of the Security Documents, each in form and substance satisfactory to and approved by the Lenders, shall have been executed by such Persons as are duly authorized to execute such documents and the Lenders shall be satisfied that such Persons have been so duly authorized and such documents shall have been delivered to the Lenders and filed and registered as the Lenders' lawyers may consider necessary or advisable;
(b) each of the covenants and agreements set out in this Agreement shall have been performed, fulfilled and satisfied, no Event of Default shall have occurred and continue to subsist and no event or circumstance shall have occurred and no condition shall exist which will result, either immediately, or with the lapse of time or giving of notice or both, in the occurrence or existence of an Event of Default;
(c) each of the warranties and representations made by the Borrower in this Agreement, in any of the Security Documents and in any other document, material, information or report supplied or delivered in connection with the Loan to the Lenders, the Lenders' lawyers or representatives of the Lenders shall be true and correct;
(d) no Material Adverse Effect shall have occurred; and
(e) an aggregate of 5,000,000 share purchase warrants (the “Warrants”) shall be issued to the Lenders by the Borrower on a Private Placement basis as the Lenders' fee for the Loan, upon receiving notice from the Lenders, jointly, specifying the registration and delivery instructions of the Warrants and where half of the Warrants will be issued to Xxxxxx and half of the Warrants will be issued to Sky. Each Warrant shall be exercisable to acquire one Common Share at an exercise price equal to SEVENTEEN ($0.17) CENTS per Common Share. The Warrants shall be granted in the form of a warrant certificate, the form and substance of which shall be acceptable to the applicable Lender, acting reasonably. The Warrants shall be exercisable for a period of two years from the date of issuance subject to the warrant agreement. The terms of the Warrants, including number and exercise price thereof, may be changed at any time without the consent of the applicable Lender if necessary to comply with the rules and pol...
Conditions to the Loan. No Lender shall be obligated to make a Closing Date Term Loan on the Closing Date, unless and until all of the following conditions have been satisfied in a manner satisfactory to Agent in its sole discretion, or waived in writing by Agent:
Conditions to the Loan. The Lenders’ obligation to enter into this Agreement, and to make any Advance under the Loan shall be effective only upon fulfillment of the following conditions, and the conditions stated elsewhere in this Agreement and in the other Loan Documents, each of which shall be fulfilled in a manner reasonably satisfactory to the Agent Lender.
Conditions to the Loan. Bank will have no obligation to make or advance the Term Loans until Borrower and/or Guarantors have delivered to Bank at or before the closing date, in form and substance satisfactory to Bank:
(a) Executed versions of the Loan Documents.
(b) A Certificate of Borrower in the form of Exhibit 7.1(b) and all attachments thereto.
(c) A Certificate of MM Merger Corporation in the form of Exhibit 7.1(b) and all attachments thereto.
(d) A favorable opinion of counsel to Borrower, in form acceptable to Bank.
(e) A favorable opinion of counsel to MM Merger Corporation, in form acceptable to Bank.
(f) The Loan Documentation Fee and Closing Fee have been paid in full.
(g) Certificate of Insurance relating to loss and damage to Borrower's properties and business as described in Section 4.4 hereof, if applicable.
Conditions to the Loan. At the time of the making of each advance under the Loan by the Lender to the Borrower under this Agreement (each an “Advance”), the following conditions shall have been fulfilled to the Lender’s satisfaction:
(a) This Agreement and the Note shall have been duly executed and delivered by all required parties thereto and in form and substance satisfactory to the Lender, and the Lender shall have received (1) a certified copy of the resolution adopted by the Borrower’s governing body, substantially in the form of Exhibit F attached hereto, and
Conditions to the Loan. The Lender shall not be obligated to make any Loan, or to take, fulfill, or perform any other action hereunder, until the following conditions have been satisfied or provided for in a manner reasonably satisfactory to Lender, or waived in writing by Lender on or before the date of the initial Loan (such date, the “Closing Date”):
Conditions to the Loan. The obligations of the Lenders to make the Loan are subject to prior or concurrent satisfaction of each of the following conditions:
(a) On or before the Closing Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by the Administrative Agent shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received on behalf of the Lenders the following items, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and, unless otherwise noted, dated the Closing Date:
1. a copy of the Company's and each Subsidiary Guarantor's charter, certified as of the Closing Date by one of its Officers, together with a certificate of status, compliance, good standing or like certificate with respect to the Company and each Subsidiary Guarantor issued by the appropriate government officials of the jurisdiction of its incorporation, each to be dated a recent date prior to the Closing Date;
2. a copy of the Company's and each Subsidiary Guarantor's bylaws, certified as of the Closing Date by one of its Officers;
Conditions to the Loan. The obligation of the Lender to make the Loan hereunder is subject to the receipt by the Lender of the following documents on the Closing Date, each of which shall be satisfactory in form and substance to the Lender:
(a) The Note, duly completed and executed.
(b) The Guaranty, duly completed and executed.
(a) The Pledge Agreement, duly completed and executed.
(b) A stock certificate, duly completed and executed, representing the shares of Common Stock issued to the Borrower in exchange for the granting of the Territorial Rights Arrangement.
(c) An opinion addressed to the Lender, from legal counsel to the Borrower reasonably acceptable to the Lender, dated as of the Closing Date, in substantially the form attached hereto as Exhibit C.
(d) An opinion addressed to the Lender, from legal counsel to the Guarantors reasonably acceptable to the Lender, dated as of the Closing Date, in a form acceptable to the Lender.
(e) Certified copies of the articles of incorporation and bylaws of the Borrower.
(f) A Certificate of Good Standing of the Borrower certified by the appropriate governmental officer.
(g) The Shareholder Voting Agreements and Irrevocable Proxies described in Sections 9.03 and 9.04 of this Agreement, in the form attached hereto as Exhibit D.
(h) Evidence that the agent referred to in Section 11(b) of the Guaranty has been duly appointed and holds such appointment without reservation until six months after the Maturity Date.
(i) Evidence that the agent referred to in Section 22(b) of the Pledge Agreement has been duly appointed and holds such appointment without reservation until six months after the Maturity Date.
(j) Such other documents or information as the Lender reasonably may request.
Conditions to the Loan. Notwithstanding any other provision of this Agreement, no Lender shall be required to make the Loans provided for hereunder if the conditions precedent to the making of the Loans specified in Section 9 have not been satisfied.
