Conditions Precedent to the Loan. (a) As a condition precedent to the borrowing of the Loan hereunder, the Lender must receive the following from the Borrower in form reasonably satisfactory to the Lender and, except for items (i) and (ii) below, dated as of the date of the borrowing of the Loan (it being agreed that the forms delivered to the Administrative Agent under the Incorporated Agreement, with such changes as are appropriate to refer to this Agreement, are satisfactory to the Lender):
(i) this Agreement duly executed and delivered on behalf of the Borrower;
(ii) if requested by the Lender at least two Business Days prior to the borrowing of the Loan, a promissory note as contemplated in Paragraph 1(d) above;
(iii) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower stating that as of the date of the borrowing of the Loan no Event of Default or Potential Default shall exist and that the representations and warranties contained in Paragraph 3 of this Agreement are true and correct on such date (including, without limitation, those incorporated herein);
(iv) copies of the Certificate of Incorporation of the Borrower, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, and a certificate of good standing, certified on or within ten days prior to the date hereof by the Secretary of State of Delaware;
(v) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, of its By-Laws and its Board of Directors’ resolutions, authorizing the execution, delivery and performance of the this Agreement and the Loan Documents;
(vi) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to sign any other documents and notices in connection with this Agreement and to make borrowings under this Agreement (on which the Lender shall be entitled to rely until informed of any change in writing by the Borrower);
(vii) a written opinion of the Borrower’s counsel, Jones Day, addressed to the Lender;
(viii) a notice of borrowing (in the form of Exhibit C hereto);
(ix) each representation and warranty set forth or referred to in Section 3 below shall be true and correct in all material respects as if made on the date of such borrowing; and
(x) no Default or E...
Conditions Precedent to the Loan. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:
Conditions Precedent to the Loan. The obligation of the Lender to make the Loan pursuant to Section 2.1 shall be subject to the satisfaction, on or before the applicable Closing Date, of the conditions set forth in this Section. If the conditions set forth in this Section are not met on or prior to the applicable Closing Date, the Lender shall have no obligation to fund the amount of the Loan required on the applicable Closing Date.
(a) The Company shall have duly executed and delivered to the Lender the Note representing the Loan in the amount funded on the applicable Closing Date.
(b) The Company shall have duly authorized, executed, and delivered to the Lender a security agreement in the form attached hereto as Exhibit B (the “Security Agreement”) to secure the repayment of the Loan and granting the Lender a continuing security interest in all presently existing and hereafter acquired assets and property of the Company of whatever nature and wherever located which such Security Interest shall be senior to all other security interests or Encumbrances against the assets and property of the Company other than Senior Debt (as hereafter defined). Lender shall be entitled to a security interest pari passu on a pro-rata basis with the investors participating in private placement pursuant to the 2006 Private Placement Memorandum (the “PPM”) of the Company and, except as set forth above, Lender’s security interest shall be senior to any other indebtedness of the Company, whether now existing or created or incurred in the future. “Senior Debt” shall mean all indebtedness for all principal, fees, expenses, interest, penalties, post-bankruptcy petition interest, and all other amounts payable for money borrowed from banking or other financial institutions or governmental lending facilities that is not convertible into equity securities of the Company, including, but not limited to the $2,000,000 loan from the California Integrated Waste Management Board (the “CIWMB Loan”) and the remaining amount due and owing under the forbearance agreement by and between the Company and the Elevation Fund, LLC (the “Forbearance Agreement”).
Conditions Precedent to the Loan. The obligation of Lender to make the Loan specified in Section hereof is subject, to the fulfillment and satisfaction of the each of the following conditions precedent on or before the Loan Date:
(a) The Loan Date shall occur on or before June 30, 1997;
(b) Lender shall have received the Aircraft Secured Promissory Note duly executed by Borrower to the order of Lender;
(c) The Aircraft Secured Promissory Note shall be in full force and effect;
(d) Borrower shall have executed, delivered and caused to be recorded the Mortgage;
(e) Lender shall have received the Articles of Incorporation (and any amendments thereto) of the Borrower;
(f) Lender shall have received a signature and incumbency certificate for the officers of the Borrower who will execute this Agreement, the Aircraft Secured Promissory Note, the Related Documents, and the other documents contemplated herein or therein to which Borrower is a party, which certificate has been certified by the secretary of the Borrower;
(g) Lender shall have received the written opinion of the Legal Counsel for Borrower, in form and substance satisfactory to Lender and its counsel, Exhibit C attached hereto;
(h) No Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of the Borrowing of the Loan nor shall either result from the making of the Borrowing of the Loan;
10 11 (i) Except as set forth in Exhibit D attached hereto and incorporated herein by this reference, there is no litigation or proceeding pending or threatened against or affecting Borrower, the result of which might materially affect the financial condition, business or operations of Borrower, and there has been no materially adverse change in the financial condition of Borrower since the date of execution of this Agreement; and
Conditions Precedent to the Loan. As a condition precedent to Lender making the Loan, the Borrower shall deliver to Lender on or before the date of the Loan closing, the following, in form and substance satisfactory to Lender:
a. Note; and
b. Such other documents as reasonably may be required by the Lender or Lender’s counsel. The Loan documents as provided above (collectively, the “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such other provisions as are deemed necessary or desirable by Lender. The form and substance of all such documents must be satisfactory to Lender prior to disbursement by Lender of any of the proceeds of the Loan.
Conditions Precedent to the Loan. The conditions for Party A to provide the Loan to Party B are set out below:
5.1 Party A and Party B having duly entered into an Equity Pledge Agreement (the “Equity Pledge Agreement”), pursuant to which Party B agrees to pledge all its equity interest in Ctrip Commerce to Party A;
5.2 Party A, Party B and Ctrip Commerce having duly entered into an Exclusive Call Option Agreement (the “Exclusive Call Option Agreement”), pursuant to which Party B will grant an irrevocable and exclusive call option for Party A to purchase all of Party B’s equity interest in Ctrip Commerce;
5.3 each of the representations and warranties made by Party B under Article 6.2 below being true, complete, correct and not misleading, and will be true, complete, correct and not misleading as of the day when the Loan is received; and
5.4 Party B not breaching any of its covenants made in Article 7 below, and no events having occurred or being anticipated to occur that may affect Party B’s performance of its obligations hereunder.
Conditions Precedent to the Loan. The obligation of Lender on the Closing Date to make the Loan is subject to the satisfaction of all of the following conditions precedent:
Conditions Precedent to the Loan. As a condition precedent to Lender making the Loan, the Borrower shall deliver to Lender on or before the date of the Loan closing, the following, in form and substance satisfactory to Lender:
(a) The Note;
(b) Mortgage and Security Agreement;
(c) UCC-1 Financing Statements;
(d) Evidence satisfactory to Lender of ownership of the Collateral by Borrower free and clear of encumbrances of any kind;
(e) Guaranties from Mountain View Nursing, LLC and AdCare Health Systems, Inc. (collectively, the “Guarantor” or “Guarantors”);
(f) Such other documents as reasonably may be required by the Lender or Lender’s counsel. The Loan documents as provided above (collectively, the “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such other provisions as are deemed necessary or desirable by Lender. The form and substance of all such documents must be satisfactory to Lender prior to disbursement by Lender of any of the proceeds of the Loan.
Conditions Precedent to the Loan. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:
(a) This Agreement, duly executed by Borrower and Bank.
(b) The Note, duly executed by Borrower.
(c) The Security Documents, duly executed by Borrower and Holdings (as applicable), together with (i) any financing statements requested by Bank, (ii) an acknowledgment to the collateral assignment of Holdings’ membership interest in the Borrower, (iii) deposit account, securities account, and commodity account control agreements to the extent requested by Bank, and (v) landlord waiver letters for Borrower’s collateral locations to the extent required by Bank.
(d) The Guaranties, duly executed by each of the Guarantors.
(e) One or more certificates of Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate, or incorporated therein, are (i) the resolutions of Borrower’s Directors authorizing the execution, delivery and performance of the Loan Documents to which Borrower is a party, (ii) true, correct and complete copies of Borrower’s Constituent Documents, and (iii) examples of the signatures of Borrower’s Officers or agents authorized to execute and deliver the Loan Documents to which Borrower is a party and other instruments, agreements and certificates, on Borrower’s behalf.
(f) A current certificate issued by the Secretary of State of Minnesota, certifying that Borrower is in good standing and is in compliance with all applicable formation requirements of the State of Minnesota.
(g) One or more certificates from each Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate, or incorporated therein, are (i) the resolutions of each Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which such Guarantor is a party, (ii) true, correct and complete copies of each Guarantor’s Constituent Documents, and (iii) examples of the signatures of each Guarantor’s corporate officers or agents authorized to execute and deliver the Loan Documents to which such Guarantor is a party and other instruments, agreements and certificates on such Guarantor’s behalf.
(h) Current copies of the certificates of good standing for each Guarantor from the office of the secretary of the state of its incorporation or organization;
(i) Evidence that Borrower is duly licensed or qualified to transact business in all juris...
Conditions Precedent to the Loan. As a condition precedent to Lender making the Loan, the Borrower shall deliver to Lender on or before the date of the Loan closing, the following, in form and substance satisfactory to Lender:
(a) The SBA 504 Note (SBA Form 1505) (“Note”);
(b) The Deed to Secure Debt and Security Agreement to be filed on the Property;
(c) Assignment of Leases and Rents to be filed on the Property;
(d) UCC-1 Financing Statements;
(e) Evidence satisfactory to Lender of ownership of the Collateral by Borrower free and clear of encumbrances of any kind;
(f) Corporate guaranties from Mt. Xxxx Nursing, LLC, AdCare Health Systems, Inc. and Hearth & Home of Ohio, Inc. (collectively, the “Guarantor”);
(g) Executed SBA 504 Authorization;
(h) Executed Central Servicing Agent Agreement (SBA Form 1506), in a form satisfactory to Lender;
(i) Such other documents as reasonably may be required by the Lender or Lender’s counsel. The Loan documents as provided above (collectively, the “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such other provisions as are deemed necessary or desirable by Lender. The form and substance of all such documents must be satisfactory to Lender prior to disbursement by Lender of any of the proceeds of the Loan. Further, this Loan Agreement will be automatically amended to include each and every term and condition of the SBA 504 Authorization, as may be amended from time to time. In the event between any conflict between the terms of the SBA 504 Authorization and this Loan Agreement, the SBA 504 Authorization shall control.
