Common use of Documentary Conditions Precedent Clause in Contracts

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 in favor of the Bank with respect to the Property subject to the Lien of the Florida Mortgage;

Documentary Conditions Precedent. The obligations of the Bank Banks to make any Loan and to issue any Letter of Credit the Loans constituting the initial borrowing are subject to the condition conditions precedent that that: (a) the Bank Agent 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 Agent and its counsel: (ai) counterparts of this Agreement and the Notes duly executed by the Co-Borrowers; (ii) a certificate of the Secretary of each of the JLM Domestic EntitiesCo-Borrowers, MacDonald dated the Closing Date, attesting to all corporate action taken by such entity, including resolutions of its Board of Directors authorizing the execution, delivery and performance of the Facility Documents and each other document to be delivered pursuant to this Agreement, together with certified copies of the certificate or articles of incorporation and the Bankby-laws of each of the Co-Borrowers; and, such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (biii) a certificate of the Revolving Credit Note duly executed by JLM MarketingSecretary of each of the Co-Borrowers, dated the North Carolina Term Note duly executed by JLM Terminals Closing Date, certifying the names and true signatures of the officers of such entity authorized to sign the Facility Documents and the Florida Term Note duly executed other documents to be delivered by JLM Industries and JLM Marketingsuch entity under this Agreement; (civ) a certificate of a duly authorized officer of each of the North Carolina Deed Co-Borrowers, dated the Closing Date, stating that the representations and warranties in Article 6 are true and correct on such date as though made on and as of Trust duly executed by JLM Terminals, the First Florida Mortgage Modification duly executed by JLM Industries such date and the Florida Mortgage shall be in full force that no event has occurred and effectis continuing which constitutes a Default or Event of Default; (dv) the Security Agreement Agreements duly executed by each of the JLM Domestic Entities Co-Borrowers, together with (iA) fully completed and executed copies of the financing statements (on Form UCC-1) to be , in proper form for filing duly filed under the Uniform Commercial Code of in all jurisdictions necessary or, in the opinion reasonable discretion of the BankAgent, desirable to perfect the security interests created by to be granted hereunder and under 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 Agreements and (iiiB) copies of searches UCC search results identifying all of the financing statements on file with respect to each of the JLM Domestic Entities Co-Borrower in all jurisdictions referred to under clause (i)A) hereof, indicating that no party claims an interest in any of the Collateral; (vi) a favorable opinion of counsel for the Co-Borrowers and Guarantors, dated the Closing Date, in form and substance satisfactory to the Agent and its counsel; (vii) satisfactory evidence that the Co-Borrowers are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and each other jurisdiction where qualification is necessary; (viii) audited consolidated balance sheet of PDK and its Subsidiaries as of November 30, 1996, and consolidated income statement and statement of cash flows of PDK and its Subsidiaries for the fiscal year then ended, all prepared in accordance with GAAP, together with the unqualified opinion thereon of Xxxxx Xxxxxxxxxx & Co., LLP, independent certified public accountants, together with corresponding management prepared consolidating financial statements of PDK and its Subsidiaries, all prepared in accordance with GAAP under the supervision of the chief financial officer of PDK, and unaudited consolidated and consolidating balance sheets of PDK and its Subsidiaries as at May 31, 1997, together with consolidated and consolidating income statements and statements of cash flows of PDK and its Subsidiaries, for the fiscal quarter ended May 31, 1997, and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each prepared by or under the supervision of the chief financial officer of PDK in accordance with GAAP; (ix) an audited balance sheet of Futurebiotics as of November 30, 1996 and income statement and statement of cash flows of Futurebiotics for the fiscal year then ended, all prepared in accordance with GAAP, together with an unqualified opinion thereon of Xxxxx Xxxxxxxxxx & Co., LLP, independent certified public accountants and an unaudited balance sheet of Futurebiotics as at May 31, 1997, together with an income statement and statement of cash flows of Futurebiotics for the fiscal quarter ended May 31, 1997 and for the period ending at the end of the previous fiscal year and ending with the end of such quarter, each prepared by or under the supervision of the chief financial officer of Futurebiotics in accordance with GAAP; (x) original certificates of insurance covering the Collateral and the other assets and the business of the Co-Borrowers, which certificates shall designate the Agent as the "loss payee" and as an "additional insured", in form and substance and in amounts and with carriers satisfactory to the Agent in all respects together with copies of each policy described in such certificates; (xi) evidence satisfactory to the Agent that the products liability insurance referred to in Section 7.3 hereof is in full force and effect on the date hereof; (xii) a complete copy of the supply agreement executed by and between PDK and Futurebiotics, together with all amendments, supplements or modifications thereof; (xiii) for each of PDK and Futurebiotics, summary accounts receivable and accounts payable agings and detailed accounts receivable and accounts payable agings for its 10 largest customers or vendors, as the case may be, and for its 10 largest customers or vendors, as the case may be, with account balances that remain unpaid for ninety days or more, for the most recent month then ended, in form and substance satisfactory to the Agent; (xiv) landlord's waivers, in form and substance satisfactory to the Agent, for each location leased by the Co-Borrowers or the Guarantors, or any of them, where assets of the Co-Borrowers or the Guarantors, or any of them, are located; (xv) a certified copy of the certificate of dissolution of C&C Enterprises, Inc.; and (xvi) such other documents, instruments, agreements, approvals, opinions and evidence as the Agent may reasonably require. (b) the Co-Borrowers shall have paid or caused to be paid in full all fees and expenses required to be paid hereunder or in connection herewith, and including all fees and expenses of the Agent incurred in connection with the preparation, execution and delivery of this Agreement and the other Facility Documents and the consummation of the transactions contemplated thereby; (c) the Co-Borrowers shall have obtained all consents, permits and approvals required in connection with the execution, delivery and performance by the Co-Borrowers of their obligations hereunder and such consents, permits and approvals shall continue in full force and effect; (d) the Agent shall be satisfied that all obligations of the Co-Borrowers and The Chase Manhattan Bank shall have been paid in full; (e) the Canadian Guarantee duly executed Agent shall be satisfied with the form and content of all Schedules delivered by JLM Canadathe Co-Borrowers pursuant to this Agreement or any document delivered in connection herewith; (f) the Canadian Security Agreement duly executed by JLM Canada together with (i) executed copies Co-Borrowers shall provide reasonably satisfactory evidence that none of the financing statements to be duly filed under the Personal Property Securities Act and the Uniform Commercial Code of all jurisdictions necessary or, them is 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 default with respect to JLM Canada in all jurisdictions referred any contractual obligations to which it is a party, the effect of which may be material and adverse to any Co-Borrower, or to the ability of any Co-Borrower or any Guarantor to perform its obligations hereunder or under (i)the other Facility Documents; (g) results satisfactory to the Participation Agreement duly executed by Agent of all due diligence with respect to the Bank Co-Borrowers including, without limitation, trade checkings, customer checkings and Barnxxxx Xxxk litigation checkings and all due diligence with respect to management of Tampa, N.A.the Co-Borrowers; (h) commitments to issue receipt and satisfactory review by the Agent of (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 all material loan documents or credit agreements entered into by any Co-Borrower; (ii) endorsements to the policy of mortgagee title insurance in favor of the Bank with respect to the Property subject to the Lien of the Florida Mortgage;all shareholder, and management

Documentary Conditions Precedent. The obligations of the Bank Lenders to make any Loan the Loans constituting the initial borrowing and of the Issuing Lender to issue any the initial Letter of Credit are subject to the condition precedent that the Bank Administrative Agent shall have received on or before the date of such Loans or date of the issuance of such Letters of Credit Closing Date each of the following, in form and substance satisfactory to the Bank Administrative Agent and its counsel: (a) counterparts of this Agreement duly executed by each of the JLM Domestic EntitiesBorrower, MacDonald the Subsidiary Borrower, the Subsidiary Guarantors, the Lenders and the BankAdministrative Agent; (b) the Revolving Credit Note Singh Guaranty and the Cash Collateral Account Agreement 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 MarketingIndividual Guarantor; (c) evidence that all actions necessary or appropriate (or, in any event, as may be requested by the North Carolina Deed of Trust duly executed Administrative Agent) to create, perfect or protect the Liens created or purported to be created by JLM Terminalsthe Security Agreement, the First Florida Mortgage Modification duly executed by JLM Industries Intellectual Property Security Agreement and the Florida Mortgage shall be in full force Pledge Agreement have been taken including, without limitation, (i) the execution of financing statements (UCC-1) by the New Subsidiary Guarantor, (ii) the execution of applicable security documents by the Subsidiary Borrower, (iii) the execution of supplements to the Intellectual Property Security Agreement by each of the Obligors and effect(iv) evidence of the pledge of all of the outstanding membership interests of the New Subsidiary Guarantor; (d) the Security Agreement duly executed by each certificates or other evidence 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 casualty and (iii) copies of searches identifying business interruption insurance policies covering 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 Administrative Agent under the Security Documents with appropriate loss payable endorsements indicating assignment of Trust and (ii) endorsements proceeds thereunder to the policy Administrative Agent and certificates or other evidence of mortgagee title liability insurance in favor with appropriate endorsements indicating the coverage of the Bank with respect Administrative Agent as an additional insured, in each case containing endorsements requiring at least 30 days prior written notice to the Property subject Administrative Agent of noncancellation, nonrenewal or other material change and which shall provide such other terms and conditions as the Administrative Agent may reasonably require; (e) a certificate of the Secretary of each of the Obligors dated the Closing Date, attesting to all corporate or limited liability company action taken by such Obligor, including resolutions of its Board of Directors or Members Committee 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 pursuant to this Agreement; (f) a legal opinion of Hogax & Xartxxx XXX, outside counsel to the Lien LCC Consolidated Entities and the Individual Guarantor, in substantially the form of EXHIBIT C1 and as to such other matters as the Administrative Agent may reasonably request; (g) a legal opinion of Wikborg, Rein & Co., Norwegian counsel to the Subsidiary Borrower, in substantially the form of EXHIBIT C2 and as to such other matters as the Administrative Agent may reasonably request; (h) certified complete and correct copies of the Florida MortgageTelcom Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof); (i) certified complete and correct copies of the Microcell Loan Agreement and the Microcell Note (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof); (j) certified complete and correct copies of each of the financial statements referred to in Section 6.05; and (k) a Borrowing Base Certificate as of a date not more than 10 days prior to the Closing Date.