Pre-Funding Conditions and Requirements Sample Clauses

Pre-Funding Conditions and Requirements. Borrower shall furnish to Lender each of the following items, satisfactory in form and content to Lender, at Borrower’s sole expense prior to the disbursement of the Loan: 6.2.1 Certificate of Status and certified copy of Certificate of Incorporation of Borrower, issued by the state of Delaware, together with certified copies of Borrower’s bylaws, and a Secretary’s certificate as to incumbency and adoption of authorizing resolutions by the Borrower. 6.2.2 Current financial statements from Borrower. 6.2.3 UCC Searches reflecting no currently effective financing statements affecting the collateral for the Loan, except as set forth on Schedule 3.9 hereto. 6.2.4 There shall have been no material adverse change in the financial condition of Borrower; nor any material adverse event or condition affecting Borrower, or the validity, enforceability or priority of the Loan and lien instruments.
Sample 1
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Pre-Funding Conditions and Requirements. Borrowers shall furnish to Lender each of the following items, satisfactory in form and content to Lender, at Borrower’s sole expense prior to any Loan disbursement:
Sample 1
Pre-Funding Conditions and Requirements. Borrowers shall ------------------------------------------ furnish to Lender each of the following items, satisfactory in form and content to Lender, at Borrower's sole expense prior to any Loan disbursements: 6.7.1 Certificate of Status and certified copy of Articles of Incorporation/Organization of Borrowers, issued by the state of formation, together with certified copies of Borrower's by-laws/regulations and operating agreement, and a certificate as to incumbency and adoption of authorizing resolutions by each corporate member of the Borrower. 6.7.2 Survey of the Property by a surveyor registered and licensed by the State of Florida, showing a state of facts acceptable to Lender's counsel, certified to Borrower, Lender and the title insurance company that will be issuing the mortgagee title insurance policy in Lender's favor. The survey shall include a narrative legal description of the boundaries of the Property, by metes and bounds, if applicable, shall locate easements, shall include dimensions of all improvements, shall certify in a narrative statement whether encroachments exist from or onto the Property, and if so, shall locate same, and shall include the surveyor's registration number, seal, and date of survey. The survey shall satisfy minimum technical standards as required by Section 472.027 Florida Statutes. 6.7.3 Appraisal of the Property in form and content satisfactory to Lender (the "Appraisal"), addressed to Borrower and Lender, furnished at Borrower's cost by an appraiser selected and engaged by Lender. 6.7.5 Evidence satisfactory to the Lender that the Property, its users and uses are in full compliance with all federal, state, county and municipal environmental laws, ordinances, rules, regulations and requirements ("Environmental Law") and that there are no liens or threatened liens against Borrower, the Property or its users pursuant to Environmental Law, including without limitation the following: (a) Prior to closing, Borrower will obtain and provide to the Lender, at Borrower's sole cost and expense, an environmental audit as to the Property (the "Audit") from an environmental consultant acceptable to the Lender, together with a reliance agreement executed by the consultant in a form acceptable to the Lender. The Audit will be performed in accordance with and address the issues set forth in the ASTM E 1527 Standard Practice for Environmental Site Assessments and such other environmental standards of the FDIC, FNMA, or other entity...
Sample 1
Pre-Funding Conditions and Requirements. Obligors shall furnish to Lender each of the following items, satisfactory in form and content to Lender, at Obligor’s sole expense prior to any Loan disbursement:
Sample 1
Pre-Funding Conditions and Requirements. Borrowers shall furnish to Lender each of the following items, satisfactory in form and content to Lender, at Borrower’s sole expense prior to any Loan disbursements: 6.6.1 Certificate of Status and certified copy of articles of incorporation of the Borrower, issued by the state of formation, together with certified copies of Borrower’s by-laws, and a certificate as to incumbency and adoption of authorizing resolutions by the Borrower. 6.6.2 Current financial statements of the Borrower and the Guarantor. 6.6.3 There shall have been no material adverse change in the financial condition of the Borrower or the Guarantor; nor any material adverse event or condition affecting the Borrower or the Guarantor, or the validity or enforceability of the Loan. 6.6.4 Compliance with all conditions, requirements, agreements, instruments, and financial statements required herein must be satisfactory in form and content to Lender and its counsel. 6.6.5 The Loan shall be evidenced and secured by final, definitive Loan Documents all effectuating the Loan terms and conditions set forth herein and containing such other provisions as Lender shall require. 6.6.6 Borrower shall provide such other documents as may be reasonably required by Lender’s counsel, including documents which verify and confirm Borrower’s representations, warranties and covenants to Lender.
Sample 1

Related to Pre-Funding Conditions and Requirements

  • Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Conditions to Initial Loan At or prior to the making of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

  • Conditions to Initial Loans The agreement of each Lender to make Loans hereunder and the effectiveness of this Agreement is subject to the satisfaction, prior to or on the Closing Date, of the following conditions precedent, which conditions precedent apply to and shall be satisfied by the Borrower:

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Conditions to All Loans The obligation of each Lender to make its Loans on each Funding Date are subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

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