CONDITIONS PRECEDENT TO LOAN. The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:
CONDITIONS PRECEDENT TO LOAN. The obligations of the Lender to fund the Loan are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:
(a) this Agreement shall have been executed and delivered by all parties hereto;
(b) the Lender shall have received certified copies of the Organizational Documents of Borrower, the resolutions authorizing the execution, delivery and performance of Borrower’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the officers of Borrower;
(c) copies of all shareholder agreements and partnership agreements, if any, applicable to Borrower, certified by Borrower to be true, shall have been delivered to the Lender’s satisfaction;
(d) certificates of status or good standing, as applicable, for all relevant jurisdictions of Borrower shall have been delivered to the Lender;
(e) Borrower shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences if any, applicable to Borrower, shall have been delivered to the Lender;
(f) evidence of repayment in full of all Debt that is not Permitted Debt owing by Borrower to any third party lenders to Borrower concurrent with the Loan shall have been delivered to the Lender;
(g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the completion of the FNL Transaction and the delivery of the Loan Documents have been obtained;
(h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender;
(i) payment of all amounts and fees payable to the Lender;
(j) duly executed copies of the Security shall have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the opinion of the Lender to preserve or protect the charges and security interests created thereby;
(k) a currently dated letter of opinion of counsel to the Borrower along with the opinions of local counsel for Borrower shall have been delivered to the Lender;
(l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lende...
CONDITIONS PRECEDENT TO LOAN. The obligation of Lender to make the Term Loan Advances hereunder is subject to the satisfaction by Borrower of the following conditions:
CONDITIONS PRECEDENT TO LOAN. The obligation of Lender to fund the Loan on each Advance Date shall be subject to Lender's discretion and satisfactory completion of its due diligence and approval process, and satisfaction by Borrower or waiver by Lender, in Lender's sole discretion, of the following conditions;
(a) The Advance Date for any installment shall occur on or before October 23, 1999.
CONDITIONS PRECEDENT TO LOAN. Lenders’ obligation to make the Loan is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Lenders, such documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed signatures to the Loan Documents;
(b) the Operating Documents and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party;
(d) [Reserved];
(e) certified copies, dated as of a recent date, of financing statement searches, as Lenders may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the Loan, will be terminated or released;
(f) payment of the fees and Lender Expenses then due as specified in Section 2.5 hereof; and
(g) duly executed subordination agreements by Subsidiaries that would subordinate any outstanding Indebtedness owing from Borrower to such Subsidiaries, which subordination agreement shall (i) be in form and substance similar to the subordination agreements in existence among such Subsidiaries and Silicon Valley Bank and (ii) subordinate such Indebtedness to the Obligations.
CONDITIONS PRECEDENT TO LOAN. Prior to Bank being obligated to make any Loan pursuant to this Agreement, Bank must receive all of the following, each of which must be in form and substance satisfactory to Bank:
CONDITIONS PRECEDENT TO LOAN. Prior to Bank being obligated to make any Loan pursuant to this Agreement, Bank must receive all of the following, each of which must be in form and substance satisfactory to Bank:
3.01 PROMISSORY NOTE(S). Original, executed promissory note(s).
CONDITIONS PRECEDENT TO LOAN. The obligation of each Lender to make the Initial Loan Advance hereunder is subject to the satisfaction by Borrower of the following conditions:
CONDITIONS PRECEDENT TO LOAN. On or prior to the Funding Date, Borrower will provide to Lender the following, in form and substance satisfactory to Lender:
6.1 Such documentation, including without limitation, a Xxxx of Sale, and other documents as shall reasonably evidence Borrower's right, title and interest in and to the Equipment;
6.2 A certified resolution or other certificate of corporate authority for the execution and the delivery of, and the performance of all Obligations under the Loan Documents and all related documentation;
CONDITIONS PRECEDENT TO LOAN. The obligation of Lender to make the Loan under this Agreement is subject to satisfaction by Borrower of all of the following conditions precedent to the satisfaction of Lender in its sole discretion:
(a) Lender shall have received an original signed copy of this Agreement and an original signed Note in the form of Exhibit A hereto from Borrower;
(b) A certificate from an officer of Borrower shall be delivered to Lender, which certificate shall include (i) an incumbency certificate for all signatories of Borrower, (ii) a true and complete copy of the articles of incorporation of Borrower as amended to date, (iii) a true and complete copy of the bylaws of Borrower as amended to date, and (iv) a copy of the resolutions authorizing Borrower to enter into the Loan Documents, together with a certificate that such resolutions have not been modified or revoked through the date hereof;
(c) Lender shall have received a certificate of good standing of Borrower from the Secretary of State of Nevada;
(d) All representations and warranties of Borrower in this Agreement shall be true and correct as of the date hereof, and no Event of Default shall exist under the Loan Documents; and
(e) Lender shall have received such other documents, approvals or materials as Lender may reasonably request.
