Conditions to Initial Advance. Lender shall have no obligation to make the Initial Advance of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfied:
(a) Borrower has executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, the Owner-Occupied Rehabilitation Loan Program Contract of even date herewith by and between Borrower and Lender, and Affidavit of Commencement and other documents securing the loan evidenced by the Note; and Contractor has executed and delivered to Lender this Agreement, the Contract, an Affidavit of Commencement and other documents securing the loan evidenced by the Note;
(b) Borrower and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;
(c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code;
(d) Contractor has provided Lender a copy of the final plans and specifications for the construction of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid;
(e) Contractor has provided Lender a copy of the building permit for the Improvements;
(f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial releases and lien waivers from Contractor and any subcontractors and suppliers who performed work and/or materials at any time in connection with the Improvements, in a form acceptable to Lender, for all amounts to be disbursed to Contractor against the Amount Available for Construction;
(g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract;
(h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and
(i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.
Conditions to Initial Advance. The obligation of Lender to make the initial advance pursuant to this Agreement is Lender's receipt and approval of the following, in addition to all other conditions set forth herein, from Borrowers on or before the date of the initial advance hereunder:
(a) Payment of a commitment fee in the amount of Forty Eight Thousand Dollars ($48,000) to Lender;
(b) Payment of the 2015 Taxes on Property as referenced in Certificate of Taxes Due, Certificate No. 302,742;
(c) The Loan Note, duly executed by Borrowers;
(d) Deed of Trust, duly executed by Borrowers;
(e) The Agreement, duly executed by Borrowers;
(f) The Electronic Payment Request and Authorization, duly Executed by NHI;
(g) The Warrant Agreement, duly executed by NHI;
(h) The Registration Rights Agreement, duly executed by NHI;
(i) The Title Policy;
(j) The Subordination, Non-Disturbance, and Attornment Agreement, duly executed by NHC and Palo Verde, LLC;
(k) The Assignment of Assignment of Assignment of Leases and Rents, duly executed by Rocfrim and acknowledged by Borrowers;
(l) The Insurance Policy on the Property, with appropriate Mortgage Clause and endorsements naming Lender as an additional insured on the Liability coverage, in favor of Lender;
(m) Opinions of Borrowers' counsel, in form and substance satisfactory to Lender;
(n) A certificate of good standing of NHC, issued by the Secretary of State of Colorado;
(o) A certificate of compliance of NHI, issued by Industry Canada;
(p) A copy of the Articles of Organization of NHC, certified by the Secretary of State of Colorado;
(q) A copy of the Certificate of Amendment and Articles of Incorporation in respect of NHI;
(r) A copy of the Operating Agreement of NHC and NHI, certified by the managers of Borrowers;
(s) Copies of resolutions of NHC and NHI authorizing the Loan and other ancillary agreements;
(t) Such other organizational documents of Borrowers and of members of Borrowers' members which may include loan authorization resolutions and incumbency certificates, as Lender may request;
(u) A current and valid copy of the annual license issued by the State of Colorado for NHC to manufacture controlled substances including marijuana products;
(v) Such other papers and documents as may be required by this Agreement or as Lender may reasonably require;
Conditions to Initial Advance. Lenders will have no obligation to fund the initial Revolving Loan Advance or any subsequent Revolving Loan Advance unless:
Conditions to Initial Advance. All of the conditions in Section 3.1 hereof must have been satisfied.
Conditions to Initial Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Agent or any Lender hereunder, the Agent and the Lenders shall not be obligated to make the initial Advance or issue the initial Letter of Credit or to take or perform any other action hereunder, until the following conditions have been fulfilled to the satisfaction of the Agent (and to the extent hereinbelow specified, of the Lenders):
5.1.1 All legal matters in connection with the Loan Documents and the transactions herein and therein contemplated and all documents and proceedings shall be satisfactory in form and substance to the Agent.
5.1.2 The Agent shall be satisfied, in its sole discretion, as of the Closing Date, that (i) there shall have occurred no material increase in liabilities, liquidated, or contingent, of any Borrower, or material decrease in the assets of any Borrower since the date of the Borrowers' Financial Statements, as described in Section 4.3, (ii) there shall have occurred no Material Adverse Change; (iii) the results of each of the Borrowers' operations for the period commencing as of the date of such Financial Statements and ending on the Closing Date are not materially different from the projected results of each such Borrower's operations for such period as set forth in the 1997 Annual Business Plan and/or the 1997 Economic Model, and (iv) there has been no material deterioration in the accounts payable or accrued expenses of any Borrower from that reflected in the Borrowers' Financial Statements.
5.1.3 On or prior to the Closing Date, the Agent and the Lenders shall have received, duly executed, this Agreement and the other Loan Documents described on Schedule 5.1.3, all in form and substance satisfactory to the Agent and the Lenders, together with all other documents required hereunder or otherwise reasonably required by the Agent to be executed and delivered or otherwise provided to the Agent.
5.1.4 The Borrowers shall have delivered to the Agent the Mortgages and UCC-1 Financing Statements (local and state) and such other instruments as necessary to insure Agent a perfected first security interest in the Mortgaged Properties and other Collateral encumbered by the Mortgages and Security Documents, as security for the Loans, as described on Schedule 4.
Conditions to Initial Advance. Without prejudice to the uncommitted nature of the credit facility provided for herein, no Advance will be made hereunder unless each of the following conditions precedent has been satisfied, or waived by the Lender in its sole discretion, on or before December 22, 2006:
(a) The Lender shall have received this Agreement, executed and delivered by a duly authorized officer of each Borrower.
(b) The Lender shall have received a certificate of each Borrower signed by two Responsible Officers of such Borrower, stating that (i) the representations and warranties by such Borrower in this Agreement are true and correct on and as of the Closing Date, both immediately prior to and after giving effect to any Advances being made on such date and to the application of the proceeds thereof, as though made on and as of such date, (ii) no Default or Event of Default has occurred and is continuing, or would result from the execution, delivery and performance by such Borrower, of this Agreement, and (iii) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Borrower, threatened by or against such Borrower or against its properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or (y) which could reasonably be expected to have a Material Adverse Effect.
(c) The Lender shall have received a certificate of Secretary or Assistant Secretary of each Borrower, dated the Closing Date, certifying (i) that attached thereto are true and complete copies of the resolutions of such Borrower’s Board authorizing the making and performance by such Borrower of this Agreement, (ii) that said resolutions are in full force and effect, (iii) that true and complete copies of the constitutive documents of such Borrower are attached to such certificate and (iv) as to the incumbency and signatures of each of its officers executing this Agreement and any other documents to which it is a party.
(d) The Lender shall have received the fees and expense reimbursements provided for herein.
(e) The Lender shall have received (i) the legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to each of the Borrowers, in substantially the form of Exhibit B, (ii) the legal opinion of Morris, Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to each of the Borrowers, in substantially the form of Exhibit C and (iii) the legal opinion of Milbank, Tweed, X...
Conditions to Initial Advance. The Banks shall not be required to make the initial Advance hereunder unless the Company has furnished to each such Bank:
(i) A certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware.
(ii) A copy, certified by the Secretary or Assistant Secretary of the Company, of CME's Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents.
(iii) An incumbency certificate, in substantially the form of EXHIBIT G hereto, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company.
(iv) A certificate, signed by the president & CEO, managing director & president of the Clearing House division, managing director and chief administrative officer, or managing director & chief financial officer of the Company or his delegate, in substantially the form of EXHIBIT B hereto. Such certificate may be furnished by the Company by any means set forth in SECTION 13.1 hereof, and shall be deemed given to such Bank as provided therein.
(v) A written opinion of the Company's counsel, addressed to the Banks, covering the matters set forth in EXHIBIT C hereto.
(vi) A Note, duly executed and delivered by the Company and payable to the order of such Bank.
(vii) A copy of the Security and Pledge Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein.
(viii) A copy of the Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, The Bank of New York, as Securities Intermediary and the Collateral Agent.
Conditions to Initial Advance. The obligation of Lender to make the initial Advance is subject to the satisfaction, in the sole discretion of Lender, at or prior to the first Advance hereunder, of each, every and all of the following conditions:
Conditions to Initial Advance. Lenders shall not be obligated to make their initial Loan pursuant to this Agreement unless and until Borrower satisfies the following conditions:
Conditions to Initial Advance. The obligation of Bank to make the initial Advance under the Facilities is subject to satisfaction of each of the following conditions precedent:
