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 otherwise reasonably satisfactory to Lender; (i) The Borrower has obtained hazard insurance on the Principal Residence; (j) The Borrower has received in escrow the grant deed from the seller of the Principal Residence; (k) The Lender has received a UCC search report with respect to both William McGlashan and his spouse, which shall confirm that there are ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ests, encumbrances or liens on any Collateral (as defined by the Pledge Agreement); and (l) The Lender shall have been notified at least five business days prior to the anticipated Closing of the date on which such Closing will occur.
Appears in 1 contract
Sources: Loan Agreement (Critical Path Inc)
CONDITIONS PRECEDENT TO LOAN. The obligations of Lender shall not be obligated to fund make the Loan until hereunder will be performed within the Lender is satisfied that each later of: (i) the Funding Deadline or (ii) 2 Business Days of receipt of the Closing Deliverables, subject to the satisfaction by Borrower of the following conditions conditions:
4.1. On or prior to the Closing Date, Borrower shall have delivered to Agent the following (the "Conditions Precedent") has been met:“Closing Deliverables”):
(a) The Borrower has executed and delivered this Agreement and Note copies of the Loan Documents, UCC Financing Statements, a legal opinion of Borrower’s counsel in the form agreed by the Agent prior to the Lenderdate hereof, and all other customary documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent;
(b) The certified copy of resolutions of Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents, substantially in the form attached as Exhibit E hereto;
(c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;
(d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; provided that, the only such jurisdiction as of the Closing Date will be Massachusetts;
(e) payment of the Closing Expense Charge (if not paid prior to the Closing Date);
(f) all certificates of insurance; provided that the Agent acknowledges that it has entered into the Pledge Agreement, dated received such satisfactory certificates of insurance as of the date hereof, by and between the Lender and the Borrower, ;
(g) Warrant certificates in substantially the form attached hereto as Exhibit B (the "Pledge Agreement") and has assigned the Pledged Shares (as defined issued in the Pledge Agreement) name of Common Stock of the each Lender as contemplated thereinin accordance with Section 2.7;
(ch) The Borrower has delivered the stock certificates evidencing all of the Pledged Shares, shares of the Qualified Subsidiaries and Securities Corporation together with a stock power of attorney, and written commitment regarding vested options to the Lender as provided in blank for in the Pledge Agreementeach such certificate;
(di) The Borrower has executed and delivered the Deed of Trust with Assignment of Rents as additional security provided by the Borrower in favor copy of a title company reasonably acceptable to Lender (the "Title Company"), for the benefit of the Lender, dated as of the date hereof, Registration Rights Agreement in substantially the form attached hereto as Exhibit C, although F; and
(j) a Compliance Certificate substantially in the form attached hereto will be modified if the Loan is not a first priority lien on the Principal Residence (the "Deed of Trust")as Exhibit G, 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 executed 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 otherwise reasonably satisfactory to Lender;
(i) The Borrower has obtained hazard insurance on the Principal Residence;
(j) The Borrower has received in escrow the grant deed from the seller of the Principal Residence;
(k) The Lender has received a UCC search report with respect to both William McGlashan and his spouse, which shall confirm that there are ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ests, encumbrances or liens on any Collateral (as defined by the Pledge Agreement); and
(l) The Lender shall have been notified at least five business days prior to the anticipated Closing of the date on which such Closing will occurBorrower.
Appears in 1 contract
Sources: Loan and Security Agreement (Spring Bank Pharmaceuticals, Inc.)
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 obligation of the Lender as contemplated therein;
(c) The Borrower has delivered the stock certificates to disburse from time to time any portion of the Pledged Shares, power of attorney, and written commitment regarding vested options Loan hereunder is subject to the condition precedent that 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 shall have received all of the Lenderfollowing, 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 or before 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 policyDate, in form and substance satisfactory to the Lender:
(a) The Note, issued duly executed and delivered by the Title Company Borrower;
(b) The Security Agreements, together with appropriate UCC-1 forms and, if applicable, landlord lien waivers, duly executed and delivered by the Borrower and the Subsidiary;
(c) The Pledge Agreements, duly executed and delivered by the Shareholder and the Borrower together with stock certificates and blank stock powers;
(d) Certified copies of the resolutions of (i) the Board of Directors of Borrower evidencing approval of the execution, delivery and performance of this Agreement, the Note, the Borrower Security Agreement, the Borrower Pledge Agreement and other matters contemplated hereby, (ii) the Board of Directors of the Subsidiary evidencing approval of the execution, delivery and performance of this Agreement, the Subsidiary Security Agreement and other matters contemplated hereby, and (iii) the Board of Stewards of Shareholder evidencing approval of the execution, delivery and performance of this Loan Agreement and the Pledge Agreement;
(e) A Certificate of Good Standing for the Borrower, the Subsidiary and Shareholder;
(f) Copies of (a) the Asset Purchase Agreement dated as of April 30, 1995, between Borrower and Echonet Corporation (the "Pro FormaAsset Purchase Agreement") and (iib) 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 Stock Purchase Agreement dated as of the date of Closing;
(g) The Borrower has entered into escrow instructions with the Title CompanyApril 30, in form and substance satisfactory to the Lender1995, 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 Residenceamong Borrower, 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 otherwise reasonably satisfactory to Lender;
(i) The Borrower has obtained hazard insurance on the Principal Residence;
(j) The Borrower has received in escrow the grant deed from the seller of the Principal Residence;
(k) The Lender has received a UCC search report with respect to both William McGlashan and his spouse, which shall confirm that there are ▇Davi▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Char▇▇▇ ▇▇▇ests▇▇ (▇▇e "Stock Purchase Agreement" and, encumbrances or liens on any Collateral together with the Asset Purchase Agreement, collectively the "Purchase Agreement");
(as defined g) Copies of UCC, judgment and tax lien searches in each jurisdiction in which collateral covered by the Pledge Security Agreements is located, naming the Borrower and the sellers of the Station as debtor;
(h) The Option Agreement), duly executed and delivered by the Borrower and the Subsidiary; and
(li) The Such other agreements, certificates, opinions of counsel and documents that the Lender shall have been notified at least five business days prior to the anticipated Closing of the date on which such Closing will occurmay reasonably require.
Appears in 1 contract
CONDITIONS PRECEDENT TO LOAN. The obligations of Lender shall not be obligated to fund make the Loan until hereunder are subject to the Lender is satisfied that each satisfaction by Borrower of the following conditions conditions:
4.1. On or prior to the Closing Date, Borrower shall have delivered to Agent the following (the "Conditions Precedent") has been met:“Closing Deliverables”):
(a) The Borrower has executed copies of the Loan Documents, UCC Financing Statements, a legal opinion of Borrower’s Dutch counsel, and delivered this Agreement all other documents and Note instruments reasonably requested by Agent to effectuate the Lendertransactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent (other than notices under the Dutch security agreements);
(b) The Borrower has entered into the Pledge Agreement, dated as copy of resolutions of each Borrower’s board of directors evidencing approval of the date hereof, Loan and other transactions evidenced by and between the Lender Loan Documents;
(c) copies of the deed of incorporation and the articles of association, as amended through the Closing Date, of Borrower;
(d) Evidence that there is no works council installed with Borrowers incorporated in the Netherlands;
(e) to the extent invoiced to Borrower prior to the Closing Date, payment of the Closing Expense Charge (if not paid prior to the Closing Date). If not invoiced prior to Closing Date, Closing Expense Charge and out-of-pocket costs associated with filings and Dutch notarial pledges for Subsidiaries required to perfect Agent’s security interest or diligence searches with Governmental Authorities will be paid following the Closing Date, within ten (10) Business Days from receipt of invoice;
(f) [Reserved];
(g) executed Dutch security agreements consisting of a Dutch law omnibus pledge agreement, and Dutch law notarial share pledge deeds relating to Dutch Subsidiaries;
(h) Warrant certificates in substantially the form attached hereto as Exhibit B (the "Pledge Agreement") and has assigned the Pledged Shares (as defined issued in the Pledge Agreement) name of Common Stock of the each Lender as contemplated thereinin accordance with Section 2.7;
(ci) 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[Reserved];
(dj) The Borrower has executed and delivered the Deed of Trust with Assignment of Rents as additional security provided by the Borrower in favor copy of a title company reasonably acceptable to Lender Registration Rights Agreement; and
(the "Title Company"), for the benefit of the Lender, dated as of the date hereof, k) a Compliance Certificate substantially in substantially the form attached hereto as Exhibit CF, 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 executed 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 otherwise reasonably satisfactory to Lender;
(i) The Borrower has obtained hazard insurance on the Principal Residence;
(j) The Borrower has received in escrow the grant deed from the seller of the Principal Residence;
(k) The Lender has received a UCC search report with respect to both William McGlashan and his spouse, which shall confirm that there are ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ests, encumbrances or liens on any Collateral (as defined by the Pledge Agreement); and
(l) The Lender shall have been notified at least five business days prior to the anticipated Closing of the date on which such Closing will occurBorrower.
Appears in 1 contract
Sources: Loan and Security Agreement (ProQR Therapeutics N.V.)
CONDITIONS PRECEDENT TO LOAN. The Lender shall not be obligated to fund 4.1 Tranche 1. On or before the Loan until the Lender is satisfied that each of the following conditions (the "Conditions Precedent") has been metAdvance Date for Tranche 1:
(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 Obligors shall have delivered to the Lender both (i) a pro forma title insurance policythe following, each in form and substance satisfactory acceptable 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 otherwise reasonably satisfactory to Lender;:
(i) The Borrower has obtained hazard insurance on the Principal Residencecopies of executed originals of this Agreement and any other Loan Documents;
(jii) The Borrower has received in escrow the grant deed from the seller an effective amendment and consent to each of the Principal Residence2019 Foris Loan Agreement and the 2022 Foris Loan Agreement satisfactory to the Lender and signed by the Foris and Borrower;
(kiii) The Lender has received a UCC search report with respect to both William McGlashan and his spouse, which shall confirm that there are ▇▇ ▇an opinion of ▇▇▇▇▇▇▇ & West LLP;
(iv) the operating documents of the Obligors, long-form good standing certificates of the Obligors certified by the Secretary of State of the state of Delaware and short-form good standing certificates of the Obligors certified by the Secretary of State (or equivalent agency) of each other jurisdiction in which Obligor is qualified to conduct business;
(v) a certificate duly executed by an officer of each Obligor with respect to (among other things) each Obligor’s (A) operating documents and (B) resolutions;
(vi) payment of ▇▇▇▇▇ests▇’s costs and expenses, encumbrances or liens on any Collateral including counsel fees;
(as defined vii) payment of the Structuring Fee;
(viii) all amounts available under the 2019 Foris Loan Agreement and the 2022 Foris Loan Agreement shall have been fully drawn by the Pledge Agreement)Borrower;
(ix) a Solvency Certificate;
(x) UCC financing statements for each Obligor;
(xi) a Security Document in customary form reasonably satisfactory to the Lender and signed by the Borrower;
(xii) certified copies, dated as of a recent date, of searches for financing statement filed in the central filing office of the state of Delaware, 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 Tranche 1 will be, terminated or released; and
(lxiii) The Lender all applicable documentation evidencing the release of Liens on the Collateral securing Indebtedness under the 2019 Foris Loan Agreement and Indebtedness under the 2022 Foris Loan Agreement, in each case shall have been notified at least five business days prior be satisfactory to the anticipated Closing of the date on which such Closing will occurLender.
Appears in 1 contract
CONDITIONS PRECEDENT TO LOAN. The obligation of Lender shall not be obligated to fund ---------------------------- disburse from time to time any portion of the Loan until the Lender hereunder is satisfied that each of subject to the following conditions (the "Conditions Precedent") has been metprecedent:
(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 Lender shall have received all of the date hereoffollowing, 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 or before 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 policyDate, 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 otherwise reasonably satisfactory to Lender;:
(i) The Borrower has obtained hazard insurance on the Principal ResidenceNote, duly executed and delivered by Borrower;
(jii) The Borrower has received in escrow the grant deed from the seller of the Principal ResidenceGuaranty, duly executed and delivered by I-Link and FTI;
(kiii) The Lender has received a UCC search report Security Agreement, together with respect appropriate UCC-1 financing statements duly executed and delivered by I-Link and FTI;
(iv) The Pledge Agreement, duly executed and delivered by Borrower, together with stock certificates and blank stock powers;
(v) Certified copies of the resolutions of the Board of Directors of each of Borrower, I-Link and FTI evidencing approval of the execution, delivery and performance of this Agreement, the Note, the Guaranty, the Security Agreement, the Pledge Agreement and other matters contemplated hereby;
(vi) Certificates of Good Standing for each of Borrower, I-Link and FTI from the state of its incorporation and from each other state in which it is authorized to both William McGlashan conduct business issued no more than ten days prior to the Closing Date;
(vii) Copies of UCC, judgment and his spouse, tax lien searches in each jurisdiction in which shall confirm that there are ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ests, encumbrances or liens on any Collateral (as defined collateral covered by the Pledge AgreementSecurity Agreement is located, naming I-Link and FTI as debtors;
(viii) Copies of the certificates evidencing the insurance required to be maintained by Borrower pursuant to Section 6.1(e); and
(lix) The Such other agreements, certificates, opinions of counsel and documents as Lender shall have been notified at least five business days prior to the anticipated Closing of the date on which such Closing will occurmay reasonably require.
Appears in 1 contract
Sources: Loan Agreement (Medcross Inc)
CONDITIONS PRECEDENT TO LOAN. The obligation of Lender shall not be obligated to fund disburse the Loan until the Lender hereunder is satisfied that each of subject to the following conditions (the "Conditions Precedent") has been metprecedent:
(a) The Borrower has executed and delivered this Option Agreement and Note to the Lender;Time Brokerage Agreement shall be in full force and effect and Borrower shall have complied in all material respects with its obligations thereunder.
(b) The Borrower has entered into the Pledge Agreement, dated as Lender shall have received all of the date hereoffollowing, 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 or before 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 policyDate, 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 otherwise reasonably satisfactory to Lender;:
(i) The Borrower has obtained hazard insurance on the Principal ResidenceNote, duly executed and delivered by Borrower;
(jii) The Borrower has received in escrow the grant deed from the seller of the Principal ResidenceSecurity Agreement, together with appropriate UCC-1 forms, duly executed and delivered by Borrower;
(kiii) The Lender has received a UCC search report with respect to both William McGlashan Partnership Pledge Agreement, duly executed and his spouse, which shall confirm that there are ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ests, encumbrances or liens on any Collateral (as defined delivered by the Pledge Agreement); andPartners;
(liv) The Lender shall have been notified at least five business days prior to Acknowledgment and Consent attached hereto as Exhibit 5, duly executed by the anticipated Closing General Partner and each limited partner of Borrower (the "Consent");
(v) The Stock Pledge Agreement together with share certificates for the Stock and blank stock powers, duly executed and delivered by the Stockholders;
(vii) Certified copies of the date on which such Closing will occur.resolutions of the Board of Directors of other Partners evidencing approval of the execution, delivery and performance of this Agreement, the Partnership Pledge Agreement and the other matters contemplated hereby;
(viii) Certified copies of the resolutions of the Board of Directors of the Stockholders evidencing approval of the execution, delivery and performance of this Agreement and the Stock Pledge Agreement and the other matters contemplated hereby;
Appears in 1 contract