CONDITIONS PRECEDENT TO LOAN Sample Clauses

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders to make the Loans is subject to satisfaction of the following conditions precedent: (a) Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the defi...

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. 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. 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. 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. 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 ▇▇▇▇ 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 Lender shall not be obligated to fund the Loan until the Lender is satisfied that each of the following conditions (the "Conditions Precedent") has been met: (a) The Borrower has executed and delivered this Agreement and Note to the Lender; (b) The Borrower has entered into the Pledge Agreement, dated as of the date hereof, by and between the Lender and the Borrower, in substantially the form attached hereto as Exhibit B (the "Pledge Agreement") and has assigned the Pledged Shares (as defined in the Pledge Agreement) of Common Stock of the Lender as contemplated therein; (c) The Borrower has delivered the stock certificates of the Pledged Shares, power of attorney, and written commitment regarding vested options to the Lender as provided for in the Pledge Agreement; (d) The Borrower has executed and delivered the Deed of Trust with Assignment of Rents as additional security provided by the Borrower in favor of a title company reasonably acceptable to Lender (the "Title Company"), for the benefit of the Lender, dated as of the date hereof, in substantially the form attached hereto as Exhibit C, although the form attached hereto will be modified if the Loan is not a first priority lien on the Principal Residence (the "Deed of Trust"), to the Lender (or, at the Lender's option, to the Title Company as escrow agent); (e) If the Deed of Trust is junior to other deeds of trust on the Principal Residence, the combined amounts of each of the deeds of trust on the Principal Residence at the Closing must not be greater than the value of the appraisal of the Principal Residence; (f) The Borrower has delivered to the Lender both (i) a pro forma title insurance policy, in form and substance satisfactory to the Lender, issued by the Title Company (the "Pro Forma") and (ii) evidence that the Title Company is unconditionally and irrevocably committed to issue to the Lender a title insurance policy in the form of the Pro Forma dated as of the date of Closing; (g) The Borrower has entered into escrow instructions with the Title Company, in form and substance satisfactory to the Lender, with respect to closing the Loan; (h) The Lender has received an appraisal of the Principal Residence from an appraiser selected or approved by the Lender stating the fair market value of the Principal Residence, as of date of execution of the purchase and sale agreement for the Principal Residence, to be not less than the amount required by this Agreement, and in form and substance other...