Initial Disbursement. 5.1.1 Prior to the Initial Disbursement, the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank: (a) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required to be performed under this Agreement, the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date. (b) No change shall have occurred that could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion. (c) No Event of Default shall exist. (d) The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall be true and correct in all material respects on and as of the date of the disbursement with the same effect as if made on such date. (e) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements. (f) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank. (g) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements. (h) If only a ready-to-issue letter was received at or prior to Closing, a full set of applicable building permits shall have been received and approved by Bank; (i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $[ ]. (j) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied.
Appears in 1 contract
Samples: Funding Loan Agreement
Initial Disbursement. 5.1.1 Prior to Concurrently with the Initial initial Disbursement, the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank::
(a) Borrower and all Loan Parties CIRM shall have performed to Bank’s satisfaction all covenants required to be performed under received this Agreement, the other Borrower Agreement duly executed by Loan Documents Recipient and the Funding Loan Documents on or before the Funding Date.Budget;
(b) No change CIRM shall have occurred that could have a material adverse effect on Borrowerreceived copies of Loan Recipient’s certificate of incorporation and bylaws, any Loan Party, the Property or Bank’s right articles of organization or ability to receive payment in full certificate of the Borrower Loanformation, as determined applicable, and operating agreement (or comparable organizational documents) and any amendments thereto, certified in each instance by Bank in its sole discretionSecretary or Assistant Secretary; [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
(c) No Event CIRM shall have received copies of Default shall exist.
resolutions of Loan Recipient’s Board of Directors (dor similar governing body) The representations and warranties (if applicable) stockholders authorizing the execution, delivery and performance of Borrower in this Agreement and the other Borrower Loan Documents shall be true Documents, and correct in all material respects on and as the consummation of the date transactions contemplated hereby and thereby, all certified in each instance by its Secretary or Assistant Secretary;
(d) CIRM shall have received copies of the disbursement with certificates of good standing for Loan Recipient (dated no earlier than 30 days prior to the same effect date hereof) from the office of the Secretary of State of its incorporation or organization and of each state in which it is qualified to do business as if made on such date.a foreign corporation or organization;
(e) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements.
(f) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank.
(g) If required by Bank, Bank CIRM shall have received a list of the names Loan Recipient’s Authorized Representatives;
(f) CIRM shall have received certification of the insurance required under Section 7.3 of this Agreement;
(g) CIRM shall have received UCC, tax and addresses judgment lien search results against the Property of all suppliers, laborers and subcontractors with whom agreements have been made with Contractor and/or Borrower to deliver materials and/or perform work Loan Recipient evidencing the absence of Liens on the Improvements.its Property except as permitted by Section 7.8 hereof;
(h) If only a ready-to-issue letter was received at or prior to Closing, a full set of applicable building permits CIRM shall have been received the favorable written opinion of Loan Recipient’s in-house or outside counsel, in the form attached hereto as Exhibit C, regarding the existence and approved by Bank;power of Loan Recipient, the due authorization of the Loan Agreement (including the transactions contemplated thereby) and the enforceability of the Loan; and
(i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $[ ]Loan Recipient shall certify that no Material Adverse Effect has occurred since the date that Loan Recipient submitted its application to CIRM.
(j) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C Loan Recipient shall have been satisfieddemonstrated to CIRM’s reasonable but sole satisfaction that it has satisfied the Financial Milestone.
Appears in 1 contract
Samples: Loan Agreement (Stemcells Inc)
Initial Disbursement. 5.1.1 Prior to Concurrently with the Initial initial Disbursement, the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank::
(a) Borrower and all Loan Parties CIRM shall have performed to Bank’s satisfaction all covenants required to be performed under received this Agreement, the other Borrower Agreement duly executed by Loan Documents Recipient and the Funding Loan Documents on or before the Funding Date.Budget;
(b) No change CIRM shall have occurred that could have a material adverse effect on Borrowerreceived copies of Loan Recipient’s certificate of incorporation and bylaws, any Loan Party, the Property or Bank’s right articles of organization or ability to receive payment in full certificate of the Borrower Loanformation, as determined applicable, and operating agreement (or comparable organizational documents) and any amendments thereto, certified in each instance by Bank in its sole discretion.Secretary or Assistant Secretary;
(c) No Event CIRM shall have received copies of Default shall exist.
resolutions of Loan Recipient’s Board of Directors (dor similar governing body) The representations and warranties (if applicable) stockholders authorizing the execution, delivery and performance of Borrower in this Agreement and the other Borrower Loan Documents shall be true Documents, and correct in all material respects on and as the consummation of the date transactions contemplated hereby and thereby, all certified in each instance by its Secretary or Assistant Secretary;
(d) CIRM shall have received copies of the disbursement with certificates of good standing for Loan Recipient (dated no earlier than 30 days prior to the same effect date hereof) from the office of the Secretary of State of its incorporation or organization and of each state in which it is qualified to do business as if made on such date.a foreign corporation or organization;
(e) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements.
(f) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank.
(g) If required by Bank, Bank CIRM shall have received a list of the names Loan Recipient’s Authorized Representatives;
(f) CIRM shall have received certification of the insurance required under Section 7.3 of this Agreement;
(g) CIRM shall have received UCC, tax and addresses judgment lien search results against the Property of all suppliers, laborers and subcontractors with whom agreements have been made with Contractor and/or Borrower to deliver materials and/or perform work Loan Recipient evidencing the absence of Liens on the Improvements.its Property except as permitted by Section 7.8 hereof;
(h) If only a ready-to-issue letter was received at or prior to Closing, a full set of applicable building permits CIRM shall have been received the favorable written opinion of Loan Recipient’s in-house or outside counsel, in the form attached hereto as Exhibit C, regarding the existence and approved by Bank;power of Loan Recipient, the due authorization of the Loan Agreement (including the transactions contemplated thereby) and the enforceability of the Loan; and
(i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $[ ]Loan Recipient shall certify that no Material Adverse Effect has occurred since the date that Loan Recipient submitted its application to CIRM.
(j) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C Loan Recipient shall have been satisfieddemonstrated to CIRM’s reasonable but sole satisfaction that it has satisfied the Financial Milestone.
Appears in 1 contract
Samples: Loan Agreement (Stemcells Inc)
Initial Disbursement. 5.1.1 Prior to Lender shall make an initial disbursement under the Loan (the “Initial Disbursement, ”) to assist Borrower in purchasing the Shares once the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank:satisfied:
(a) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required has caused to be performed provided to Lender, at Borrower’s or Xxxxxxxx’x Casino’s expense, an ALTA lender’s policy of title insurance insuring the lien of a Deed of Trust and Security Agreement and Fixture Filing With Assignment of Rents (the “Deed of Trust”) executed by Xxxxxxxx’x Casino for the benefit of Lender to secure Xxxxxxxx’x Casino’s obligations under this Agreementthe Guarantee as a first priority lien on the Property, the other Borrower Loan Documents which title policy shall be in form and the Funding Loan Documents on or before the Funding Date.content, and issued by a title insurer acceptable to Lender, and shall be subject only to such exceptions to title as Lender may approve;
(b) No change Borrower shall have occurred that could have a material adverse effect on Borrowerpaid Lender or deposited into escrow sufficient sums to pay Lender’s loan fee in the amount of $160,000.00, any Loan Partyall closing costs and fees, the Property or Bankand Lender’s right or ability to receive payment reasonable attorneys’ fees and costs incurred in full of the Borrower Loan, as determined by Bank in its sole discretion.connection herewith;
(c) No Event Lender shall have received evidence acceptable to Lender that the security interest in and to all personal property collateral for the Loan, including without limitation, the inventory and accounts receivable of Default shall exist.Xxxxxxxx’x Casino, contained in the Deed of Trust constitutes a first priority lien;
(d) The representations Lender shall have received evidence acceptable to Lender that Borrower has received any and warranties of Borrower all regulatory approvals in this Agreement and connection with the other Borrower Loan Documents shall be true and correct in all material respects on and as acquisition of the date of Shares, including without limitation, approvals required to be obtained from the disbursement with Gaming Authorities (as defined in the same effect as if made on such date.Stock Pledge);
(e) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements.
(f) Bank Lender shall have received satisfactory evidence an opinion from counsel for the Borrower, in all respects acceptable to Lender, opining that there the Loan documents have been duly executed anal delivered and are no liens on Personal Propertyenforceable under Nevada law, except as otherwise agreed that Borrower and Xxxxxxxx’x Casino are legally existing under the laws of the state of their organization, are qualified to transact business in Nevada and are in good standing, and that the Loan has been duly authorized by Bank.all necessary corporate action; and
(g1) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements.
(h) If only a ready-to-issue letter was received at or prior to Closing, a full set of applicable building permits shall have been received and approved by Bank;
(i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $[ ].
(j) Any special conditions set forth There has occurred no material adverse change in the Special Conditions attached hereto as Exhibit C shall have been satisfiedfinancial condition of Borrower or Xxxxxxxx’x Casino from the condition reflected in the most recent financial statements provided to Lender in connection with the Loan.
Appears in 1 contract
Samples: Reducing Revolving Loan Agreement (Full House Resorts Inc)
Initial Disbursement. 5.1.1 Prior to the Initial Disbursement, the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank:Bank:
(a) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required to be performed under this Agreement, the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date.
(b) No change shall have occurred that could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion.
(c) No Event of Default shall exist.
(d) The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall be true and correct in all material respects on and as of the date of the disbursement with the same effect as if made on such date.. Construction and Permanent Loan Agreement Revised 4/18/08 (7-20-09) 2276/014742-1024
(e) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction rehabilitation of the Improvements.
(f) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank.
(g) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements.
(h) If only a ready-to-issue letter was received at or prior to Closingrequested by Bank, a full set of applicable building permits the City shall have been received executed and approved by Bank;delivered to Bank estoppel certificates in a form and substance which shall contain such certifications as Bank shall reasonably require with respect to the City Documents.
(i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $[ 1,235,143. [CHECK]
(j) The entire amount of the Seller Loan shall have been fully disbursed to or for the account of Borrower and applied towards Project costs.
(jk) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied.
5.1.2 Upon satisfaction of the conditions contained in Sections 4.1, 4.2 and 5.1.1, Bank, on behalf of Governmental Lender, shall make an Advance in accordance with the Project Budget and the Disbursement Schedule as further set forth on the closing statement approved by Bank.
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Initial Disbursement. 5.1.1 Prior to the Initial Disbursement, the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank:Bank:
(a) Borrower and all Loan Parties shall have performed to Bank’s Bank‟s satisfaction all covenants required to be performed under this Agreement, the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date.
(b) No change shall have occurred that could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s Bank‟s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion.
(c) No Event of Default shall exist.
(d) The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall be true and correct in all material respects on and as of the date of the disbursement with the same effect as if made on such date.
(e) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Architect‟s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements.
(f) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank.
(g) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements.
(h) If only a ready-to-issue letter was received at or prior to Closing, a full set of applicable building permits shall have been received and approved by Bank;
(i) Such evidence as Bank may require evidencing expenditure of Borrower’s Borrower‟s Equity on Project costs in accordance with this Agreement is at least $[ [$ ] [CHECK].
(i) [The entire amount of the City Loan and $1,500,000 of the County Loan shall have been fully disbursed by the City and the County, as applicable, to or for the account of Borrower and applied towards Project costs.] [CHECK: CONFIRM TIMING OF FUNDING OF SUBORDINATE LOANS]
(j) [[$ ] [CHECK] of the Sponsor Infill Loan designated for payment of infrastructure costs and [$ ] [CHECK] of the Sponsor AHSC Loan designated for payment of [ ] [CHECK] costs shall have been fully disbursed by Sponsor to or for the account of Borrower and applied towards such costs, as applicable.] [CHECK: CONFIRM PORTION OF SPONSOR LOANS FUNDED AT CLOSING]
(k) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied.
5.1.2 Upon satisfaction of the conditions contained in Sections 4.1, 4.2 and 5.1.1, Bank, on behalf of Governmental Lender, shall make an Advance in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Borrower Loan or payable pursuant to this Agreement or the other Borrower Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Property.
Appears in 1 contract
Initial Disbursement. 5.1.1 Prior to Concurrently with the Initial initial Disbursement, the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank::
(a) Borrower and all Loan Parties CIRM shall have performed to Bank’s satisfaction all covenants required to be performed under received this Agreement, the other Borrower Agreement duly executed by Loan Documents Recipient and the Funding Loan Documents on or before the Funding Date.Budget;
(b) No change CIRM shall have occurred that could have a material adverse effect on Borrowerreceived copies of Loan Recipient’s certificate of incorporation and bylaws, any Loan Party, the Property or Bank’s right articles of organization or ability to receive payment in full certificate of the Borrower Loanformation, as determined applicable, and operating agreement (or comparable organizational documents) and any amendments thereto, certified in each instance by Bank in its sole discretion.Secretary or Assistant Secretary;
(c) No Event CIRM shall have received copies of Default shall exist.
resolutions of Loan Recipient’s Board of Directors (dor similar governing body) The representations and warranties (if applicable) stockholders authorizing the execution, delivery and performance of Borrower in this Agreement and the other Borrower Loan Documents shall be true Documents, and correct in all material respects on and as the consummation of the date transactions contemplated hereby and thereby, all certified in each instance by its Secretary or Assistant Secretary;
(d) CIRM shall have received copies of the disbursement with certificates of good standing for Loan Recipient (dated no earlier than thirty (30) days prior to the same effect date hereof) from the office of the Secretary of State of its incorporation or organization and of each state in which it is qualified to do business as if made on such date.a foreign corporation or organization;
(e) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements.
(f) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank.
(g) If required by Bank, Bank CIRM shall have received a list of the names Loan Recipient’s Authorized Representatives;
(f) CIRM shall have received certification of the insurance required under Section 7.3 of this Agreement;
(g) CIRM shall have received UCC, tax and addresses judgment lien search results against the Property of all suppliers, laborers and subcontractors with whom agreements have been made with Contractor and/or Borrower to deliver materials and/or perform work Loan Recipient evidencing the absence of Liens on the Improvements.its Property except as permitted by Section 7.8 hereof;
(h) If only a ready-to-issue letter was received at or prior to Closing, a full set of applicable building permits CIRM shall have been received the favorable written opinion of Loan Recipient’s in-house or outside counsel, in the form attached hereto as Exhibit A, regarding the existence and approved by Bank;power of Loan Recipient, the due authorization of the Loan Agreement (including the transactions contemplated thereby) and the enforceability of the Loan Agreement against Loan Recipient; and
(i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $[ ]Loan Recipient shall certify that no Material Adverse Effect has occurred since the date that Loan Recipient submitted its application to CIRM.
(j) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied.
Appears in 1 contract
Initial Disbursement. 5.1.1 (a) Prior to the Initial Disbursement, the following conditions shall have been satisfied in addition to the conditions set forth in Sections 4.1 and 4.2satisfied, as determined by Bank:Bank:
(ai) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required to be performed under this Agreement, Agreement or the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date.
(bii) No change shall have occurred that which could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion.
(ciii) No Event of Default shall exist.
(div) The representations Title Insurer shall have committed to deliver to Bank the Title Policy, and warranties of Borrower in this Agreement and the other Borrower Loan Documents arrangements shall be true and correct have been made satisfactory in all material respects on to Bank for review by the Title Insurer of Draw Requests, and issuance of endorsements as of the date of the disbursement with the same effect as if made on such daterequired by Bank, at Borrower’s cost.
(ev) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements.
(fvi) The Deed of Trust shall have been recorded.
(vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank shall have received satisfactory evidence that there are no other liens on such Personal Property, except as otherwise agreed to by Bank.
(gviii) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements in excess of $75,000 (“Major Contracts”) have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements.
(hb) If only a ready-to-issue letter was received at or prior to ClosingUpon satisfaction of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” Section of this Agreement and “Initial Disbursement” above, a full set of applicable building permits Bank shall have been received and approved by Bank;
(i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs disburse in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Loan or payable pursuant to this Agreement is at least $[ ]or the other Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Property.
(jc) Any special conditions set forth in Borrower covenants that it will have submitted its first Draw Request for all disbursements allowed under this Agreement (based on the Special Conditions attached hereto percentage of completion of the construction of the Improvements as Exhibit C shall have been satisfiedof February 28, 2015) no later than thirty (30) calendar days following the Closing Date.
Appears in 1 contract
