Documentary Conditions Precedent. The obligation of the Bank to make the Revolving Credit Loan constituting the initial borrowing is subject to the condition precedent that the Bank shall have received on or before the date of such Revolving Credit Loan each of the following, in form and substance satisfactory to the Bank and its counsel:
(a) the Note duly executed by the Borrower;
(b) the Guaranty duly executed by each Guarantor;
(c) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, dated the Closing Date, attesting to all corporate action taken by the Borrower and each Guarantor, including resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement together with certified copies of the certificate or articles of incorporation and the by laws and any amendments thereto of the Borrower and Guarantor; each such certificate shall be executed by the respective Secretary or Assistant Secretary of the Borrower and Guarantor and shall state that the resolutions and corporate documents thereby certified have not been amended, modified , revoked or rescinded as of the date of the initial borrowing of the Loans;
(d) a certificate of the Secretary or Assistant Secretary of the Borrower and Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Borrower and Guarantor authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower and Guarantor under this Agreement;
(e) a certificate of a duly authorized officer of the Borrower and Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(f) a "long form" certificate of good standing of the Borrower and Guarantor;
(g) the Security Agreements duly executed by the Borrower and Guarantor together with (a)
Documentary Conditions Precedent. The obligations of the Lender to make the initial Loan are subject to the condition precedent that the Lender shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender and its counsel:
(a) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender;
(b) a Note duly executed by the Borrower;
(c) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii);
(d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the Guarantor, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the Guarantor, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof;
(e) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default;
(f) good standing certificates, tax good standin...
Documentary Conditions Precedent. The obligations of each Lender to make the Loans available hereunder shall be subject to the condition precedent that the Agent has notified the Borrower and the Lenders that it has received all the documents set out in Clause 3.01 in the Fourth Supplemental Agreement (Conditions) in a form, content and substance satisfactory to the Agent.
Documentary Conditions Precedent. The first Request may not be given before January 1st, 2010, and may not be given until the Bank has notified the Borrower that it has received all of the following documents in form and substance satisfactory to it:
(a) A certificate signed by the General Counsel and Corporate Secretary of the Borrower confirming that:
(i) The board of directors of the Borrower approved the terms of, and transactions contemplated by, the Finance Documents and authorized the entering into this Agreement and the execution thereof;
(ii) This Agreement was executed on behalf of the Borrower by its authorized signatories Mx. Xxxxx Xxxxx i.d. no. [***] and Mx. Xxxxxxx Xxxxx i.d. no. [***] in accordance with the resolutions of the Borrower;
(iii) The authorized signatories as set out in the confirmation of signatory rights of the Borrower dated December, 25, 2008 and attached as an integral part to the General Counsel and Corporate Secretary of the Borrower’s certificate are fully authorized to sign any and all Requests, and their signatures are binding upon the Borrower for all intents and purposes in accordance with its terms;
(iv) The said resolutions were passed duly and lawfully in accordance with the incorporation documents of the Borrower and any applicable Israeli law; and
(v) The signature of the authorized signatories who executed the Agreement on behalf of the Borrower binds the Borrower for all intents and purposes in accordance with its terms.
(b) A copy of the reviewed Financial Statements of the Borrower for the period ended September 30, 2009. The Bank hereby confirms that sub-section (b) hereof has been fulfilled.
(c) An amendment to the Framework Agreement dated October 1st, 2009, duly signed by the Borrower, in the form of Schedule "D” (the “Amendment”).
(d) A certificate signed by the General Counsel and Corporate Secretary of the Borrower confirming that:
(i) The board of directors of the Borrower approved the terms of the Amendment and authorized the signing on and execution of the Amendment;
(ii) The Amendment was executed on behalf of the Borrower by its authorized signatories Mx. Xxxxx Xxxxx i.d. no. [***] and Mx. Xxxxxxx Xxxxx i.d. no. [***] in accordance with the resolutions of the Borrower that were passed duly and lawfully in accordance with the incorporation documents of the Borrower and any applicable Israeli law; and
(iii) The signature of the authorized signatories who executed the Amendment on behalf of the Borrower binds the Borrower for all in...
Documentary Conditions Precedent. The obligations of each Finance Party to the Company under this Agreement are subject to the condition precedent that the Agent has notified the Company and the Banks that it has received all of the documents set out in Schedule 2 in form and substance satisfactory to the Agent.
Documentary Conditions Precedent. Delivery of the following instruments, documents and forms shall be conditions precedent to the occurrence of the Effective Date.
Documentary Conditions Precedent. The obligations of each Finance Party to the Borrower under this Agreement are subject to the condition precedent that the Agent has notified the Borrower and the Banks that it has received all of the documents set out in Schedule 2 in form and substance satisfactory to the Agent.
Documentary Conditions Precedent. No Borrower may deliver a Request until the Agent has notified the Company and the Banks that it has received all of the documents set out in Part I of Schedule 2 (Initial Conditions Precedent Documents) in form and substance satisfactory to the Agent.
Documentary Conditions Precedent. The obligations of the Bank to make any Loan and to issue any Letter of Credit are subject to the condition precedent that the Bank shall have received on or before the date of such Loans or date of the issuance of such Letters of Credit each of the following, in form and substance satisfactory to the Bank and its counsel:
(a) counterparts of this Agreement executed by each of the JLM Domestic Entities, MacDonald and the Bank;
(b) the Revolving Credit Note duly executed by JLM Marketing, the North Carolina Term Note duly executed by JLM Terminals and the Florida Term Note duly executed by JLM Industries and JLM Marketing;
(c) the North Carolina Deed of Trust duly executed by JLM Terminals, the First Florida Mortgage Modification duly executed by JLM Industries and the Florida Mortgage shall be in full force and effect;
(d) the Security Agreement duly executed by each of the JLM Domestic Entities together with (i) executed copies of the financing statements (UCC-1) to be duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Bank, desirable to perfect the security interests created by the Security Agreement; (ii) executed copies of the amendment statements (UCC-3) to be duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Bank, desirable to perfect the security interests created by the Security Agreement and (iii) copies of searches identifying all of the financing statements on file with respect to each of the JLM Domestic Entities in all jurisdictions referred to under (i);
(e) the Canadian Guarantee duly executed by JLM Canada;
(f) the Canadian Security Agreement duly executed by JLM Canada together with (i) executed copies of the financing statements to be duly filed under the Personal Property Securities Act and the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Bank, desirable to perfect the security interests created by the Canadian Security Agreement and (ii) copies of searches identifying all of the financing statements on file with respect to JLM Canada in all jurisdictions referred to under (i);
(g) the Participation Agreement duly executed by the Bank and Barnxxxx Xxxk of Tampa, N.A.;
(h) commitments to issue (i) a policy of mortgagee title insurance in favor of the Bank with respect to the Property subject to the Lien of the North Carolina Deed of Trust and (ii) endorsements to the policy of mortgagee title insurance...
Documentary Conditions Precedent. (a) This Agreement will take effect on the day falling no less than five Business Days after the Signing Date (the Effective Date) on which the Facility Agent notifies UPC Broadband and the Lenders that it has received written confirmation from the Existing Facility Agents that the conditions precedent in Clause 9(b) of the amendment and restatement agreement dated on or about the date of this Agreement between, inter alia, UPC Broadband and the Existing Facility Agents amending and restating the Existing Facility Agreement have been either satisfied or waived and that such agreement is effective.
(b) No Borrower may draw an Advance under this Agreement until the Facility Agent has notified UPC Broadband and the Lenders that it has received all of the documents set out in Part 1 of Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent.
(c) The Facility Agent will confirm to UPC Broadband and to the Existing Facility Agents that it has received the documents referred to in paragraph (b) above as soon as practicable upon receiving all of them in form and substance satisfactory to it.
