Conditions Precedent to Initial Loan Clause Samples
The 'Conditions Precedent to Initial Loan' clause defines the specific requirements that must be satisfied before a lender is obligated to disburse the initial loan funds to the borrower. Typically, these conditions include the delivery of certain documents, such as evidence of corporate authority, legal opinions, or proof of insurance, and the fulfillment of any regulatory or contractual obligations. By setting these prerequisites, the clause ensures that all necessary legal and administrative steps are completed, thereby protecting the lender from undue risk and ensuring the transaction proceeds smoothly.
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Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):
(a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender;
(b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower;
(c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state;
(d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement;
(e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;
(f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;
(g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.
(h) Agent shall have received full payment of all of the out-of-pocket ...
Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed signatures to this Agreement;
(b) duly executed signatures to the Warrant;
(c) duly executed signatures to the Fee Letter;
(d) [reserved];
(e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency;
(f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto;
(g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect;
(h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank;
(i) a legal opinion of counsel to Borrower Representative; and
(j) payment of the fees then due in accordance with the Fee Letter.
Conditions Precedent to Initial Loan. Notwithstanding any other provision of this Agreement, the Lender's obligation to make the Initial Loan is subject to the fulfillment of each of the following conditions prior to or contemporaneously with the making of such Loan:
Conditions Precedent to Initial Loan. The obligation of the Lender to make the initial Loan to the Company is subject to the conditions precedent that the Lender shall have received, on or before the day of such initial Loan, each of the following (which, in the case of instruments or documents, must be originals and in form and content satisfactory to the Lender):
Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, all of the following:
(a) This Agreement duly executed by Borrower.
(b) The Warrant to be issued to Lender, duly executed by Borrower.
(c) A duly executed amendment to the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise of the Warrant.
(d) A certificate of the secretary or assistant secretary of Borrower with copies of the following documents attached:
(i) the certificate of incorporation and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents.
(e) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date.
(f) Evidence of the insurance coverage required by Section 6.8 of this Agreement.
(g) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant and the other Loan Documents.
(h) Such other documents, and completion of such other matters, as Lender may deem necessary or appropriate.
Conditions Precedent to Initial Loan. The obligation of the Banks to make the initial Loan and to issue the first Letter of Credit hereunder is subject to the condition precedent that the Banks shall have received, in form and substance satisfactory to the Banks and their respective counsel, the following:
(a) this Agreement and the Note, duly executed by Borrower;
(b) the Security Agreement, the Intellectual Property Security Agreements, the Financing Statements and such other security documents as the Banks require to create and perfect a first priority security interest in favor of Agent and the Banks in all assets of Borrower, including but not limited to all of Borrower's accounts receivable, inventory, general intangibles and fixed assets, and excluding only such assets as are on lease to Borrower, duly executed by Borrower;
(c) a certificate of the Secretary or an Assistant Secretary of Borrower with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement and the Loan Documents and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement and the Loan Documents, and providing specimen signatures of such officers;
(d) the articles of incorporation of Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the state of its incorporation, each certified by said Secretary of State as being a true and correct copy thereof;
(e) the Bylaws of Borrower and all amendments and supplements thereto, certified by its Secretary or an Assistant Secretary as being a true and correct copy thereof;
(f) a certificate of the Secretary of State of each of Delaware and California as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State;
(g) a certificate of each of the Delaware and California Franchise Tax Boards as to the tax good standing of Borrower;
(h) an opinion addressed to Agent from Borrower's counsel, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich, substantially in the form of Exhibit F hereto;
(i) certified copies, dated close to the date hereof, of requests for copies or information (Form UCC-3 or equivalent), or certificates, dated close to the date hereof, satisfactory to the Banks, of a UCC Reporter Service, listing all effective financing statements which name Borrower and/or each of Borrower's Subsidiaries as debtor and which are filed in the appropriate offices in the State of California...
Conditions Precedent to Initial Loan. The obligation of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following:
(a) this Agreement and the Note, duly executed by the Company;
(b) a certificate of the Clerk or an Assistant Clerk of the Company with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers;
(c) the certificate of incorporation of the Company and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth of Massachusetts, certified by said Secretary of The Commonwealth as being a true and correct copy thereof;
(d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk or an Assistant Clerk as being a true and correct copy thereof;
(e) a certificate of the Secretary of The Commonwealth of Massachusetts, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State;
(f) an opinion addressed to it from ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to the Company, substantially in the form of Exhibit G hereto; and ---------
(g) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.
Conditions Precedent to Initial Loan. It shall be a condition precedent to the making of the initial Loan hereunder that:
(a) the Agent shall have received, with copies for each of the Lenders, the following, in form and substance satisfactory to the Agent in its sole discretion:
(i) evidence that the Borrower is duly authorized to enter into this Agreement and all transactions contemplated hereby and to execute and deliver this Agreement, the Notes and all documents to be executed in connection therewith;
(ii) a certificate of the Manager of the Borrower attesting, among other things, (w) that true, correct and complete copies of the Borrower's certificate of formation and Operating Agreement, together with all amendments thereto, have been delivered to the Agent, (x) that provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of the Agreement, the Notes and the other documents and transactions contemplated thereby and the borrowings hereunder and the Manager has so authorized and such authorization is in full force and effect, (y) that all representations and warranties made in connection with this Agreement are true, accurate and correct in all material respects and (z) to the incumbency of the Manager, or any other Person executing this Agreement, the Notes and any related documents on behalf of the Borrower;
Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan to Borrower under this Agreement on the Closing Date is subject to the satisfaction or waiver of the following conditions precedent (in form, substance and action as is satisfactory to Lender, in its sole discretion):
Conditions Precedent to Initial Loan. The effectiveness of this Agreement and obligations of Bank to make any initial Loan are subject to the condition precedent that Bank shall have received all the following, in form and substance satisfactory to Bank:
(a) this Agreement, duly executed by ▇▇▇▇▇▇▇▇;
(b) the Term B Note, duly executed by ▇▇▇▇▇▇▇▇;
(c) such reaffirmations of the Existing Loan Documents as Bank may reasonably require;
(d) copies of UCC (or equivalent), tax and judgment lien search reports listing all financing statements and other encumbrances which name Borrower or a Guarantor (under its present name and any previous name) and which are filed in the jurisdictions in which Borrower or a Guarantor is located, organized or maintains collateral, together with copies of such financing statements (none of which shall cover the collateral purported to be covered by the Security Agreement);
(e) evidence that all other actions necessary or, in the opinion of Bank, desirable to enable Bank to ensure the continuous perfection and priority of the Liens created by the Security Agreement have been taken;
(f) the Organizational Documents of Borrower and Guarantors;
(g) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the officers of Borrower and Guarantors as Bank may require evidencing the identity, authority and capacity of each officer thereof authorized to act as an officer in connection with this Agreement and the other Loan Documents to which Borrower or a Guarantor is a party;
(h) such documents and certificates as Bank may reasonably require to evidence that Borrower and Guarantors are duly organized or formed and that each is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(i) evidence that the costs and expenses (including, without limitation, attorneys’ fees) referred to in Section 2.06(e) and Section 7.04, to the extent incurred and invoiced, shall have been (or will be simultaneously with the initial Loan hereunder) paid in full;
(j) a satisfactory review by Bank of any pending litigation relating to Borrower and its Guarantors;
(k) true and correct copies of all MusclePharm Acquisition Documents and evidence that all court approvals necessary to consummate the M...