Conditions Precedent to the Initial Disbursement Sample Clauses
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Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the BANK:
4.1.1 The CONSTRUCTION NOTE. duly executed on behalf of the BORROWER.
4.1.2 The MORTGAGE duly executed on behalf of the BORROWER.
4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER.
4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER.
4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing.
4.1.6 A copy of the PLANS, certified by the ENGINEERING COMPANY and the BORROWER.
4.1.7 The assignment of the DESIGN CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN CONTRACT.
4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT' s completion.
4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey.
4.1.10 An as built appraisal based upon the PLANS to be performed by Natwich Associates Appraisal Services which shows the as-completed value...
Conditions Precedent to the Initial Disbursement. Unless waived or deferred by MCC in writing, the conditions set forth in this Section 5.2 and the conditions set forth in Section 5.3 must have been met to MCC’s satisfaction prior to the initial Disbursement of the Grant:
Conditions Precedent to the Initial Disbursement. Ex-Im Bank’s obligation to make the initial Disbursement is subject to the condition precedent that Ex-Im Bank shall have received, in form and substance satisfactory to Ex-Im Bank, such documents, and completion of such other matters, as Ex-Im Bank may reasonably deem necessary or appropriate, including each of the documents listed in the closing checklist attached as Exhibit D hereto (to the extent not duplicative of the following) and the following:
i. This Agreement, duly executed by Borrower and Guarantors;
ii. Borrower’s Operating Documents and a good standing certificate of Borrower certified by the secretary of state (or similar authority) of the state of Borrower’s state of organization as of a date no earlier than thirty (30) days prior to the Effective Date;
iii. duly executed original signatures to the completed Borrower Resolution and Incumbency Certificate of Borrower authorizing the execution, delivery and performance of this Agreement, a loan application, notes, other agreements, indemnities, security agreements, guarantees (whether related to Borrower’s own obligations or those of others), and other instruments evidencing such loans or credit arrangements, including modifications, extensions or renewals thereof, substantially in the form of Exhibit A attached hereto;
iv. certified copies, dated no earlier than thirty (30) days prior to the Effective Date, of UCC financing statement searches, tax liens searches, utility security instrument searches, or such other certified searches as Ex-Im Bank shall request (and is hereby authorized to order at Borrower’s expense) accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such certified searches either constitute Liens permitted under this Agreement or have been or, in connection with the initial Disbursement, will be terminated or released;
v. certified copies of UCC financing statements or such other similar filing receipts or acknowledgements issued by a Government Authority evidencing any filing or recordation necessary to perfect the Liens of Ex-Im Bank in the Collateral in form satisfactory to Ex-Im Bank;
vi. the insurance policies and/or endorsements required pursuant to Section 6(d) hereof and evidence satisfactory to Ex-Im Bank that the insurance policies required by Section 6(d) hereof remain in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in...
Conditions Precedent to the Initial Disbursement. The obligation of BANK to make the initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that, unless waived by BANK in writing in the post-closing letter agreement, BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) the day of CLOSING, in form and substance satisfactory to BANK:
4.1.1 This AGREEMENT, and the CONSTRUCTION NOTE, duly executed on behalf of BORROWER and delivered to BANK.
4.1.2 The MORTGAGE duly executed on behalf of BORROWER and in form acceptable for recording in R▇▇▇▇▇▇▇ County, Indiana.
4.1.3 The FEE LETTER duly executed by BORROWER and delivered to BANK.
4.1.4 The SECURITY AGREEMENT, duly executed on behalf of BORROWER and delivered to BANK.
4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing, and a deposit account control agreement in form and substance acceptable to BANK to perfect BANK’s security interest in any deposit accounts maintained by BORROWER with financial institutions other than BANK.
4.1.6 A copy of the PLANS, certified by F▇▇▇▇ ENGINEERING, DESIGN-BUILDER and BORROWER.
Conditions Precedent to the Initial Disbursement. Lender’s obligation to make the Initial Disbursement or take any other action under the Loan Documents shall be subject at all times to satisfaction of each of the following conditions precedent:
(a) There exists no Default, as defined in this Agreement, or Default as defined in any of the other Loan Documents or in the Other Related Documents, or event, omission or failure of condition which would constitute a Default after notice or lapse of time, or both; and
(b) Lender shall have received all Loan Documents, Other Related Documents, other documents, instruments, policies, and forms of evidence or other materials requested by Lender under the terms of this Agreement or any of the other Loan Documents; and
(c) The Mortgage is a valid lien upon the Property and is prior and superior to all other liens and encumbrances thereon, except for the lien of taxes and assessments not yet due or payable, other liens and encumbrances disclosed in the Title Insurance Policy, and other liens or encumbrances approved by Lender in writing; and
(d) Lender shall have received the Title Insurance Policy, together with any endorsements which Lender may reasonably require, insuring Lender, in the principal amount of the Loan, of the validity and the priority of the lien of the Mortgage upon the Property and the Operating Lease, subject only to matters approved by Lender in writing. Lender shall have received a current survey of the Property, certified to Lender and the title insurer, showing the boundaries of the Property by courses and distances, together with a corresponding metes and bounds description, the actual or proposed location of all improvements, encroachments and restrictions, the location and width of all easements, utility lines, rights-of-way and building set-back lines, and notes referencing book and page numbers for the instruments granting the same.
Conditions Precedent to the Initial Disbursement. Prior to the Initial Disbursement (i) all the representations and warranties made in Article 5 below shall remain true and correct in all material respects, and (ii) there shall be no event of default under any of the Senior Loan Documents. In addition, the Borrower shall furnish, or cause to be furnished, to the Lender the following, in form and substance reasonably satisfactory to the Lender and counsel for the Lender:
(a) The duly executed Loan Documents;
(b) Certified copies of the resolutions of the Borrower authorizing the execution, delivery and performance of the Borrower's obligations under the Loan Documents to which it is a party;
(c) Evidence that the Owner or the Manager has in effect insurance and endorsements of the character and amount described in Section 6.1(e);
(d) Evidence that the Borrower has paid or shall cause to be paid from proceeds of the Loan all required third party fees and expenses, including the Structuring Fee;
(e) An opinion or opinions of counsel(s) to AH Texas Investor, Inc., the Borrower, Manager and Brookdale, addressed to the Lender and, as to clauses (iii), (viii) and (ix) to Brookdale, opining: (i) that the Loan Documents have been duly authorized, executed and delivered by the Borrower, the Manager and Brookdale, as the case may be, and are the legal, valid, and binding obligations of the Borrower, Brookdale and the Manager, as applicable; (ii) that the Loan Documents are in full force and effect and are in compliance with all requirements of the Senior Lender, State law and Federal law; (iii) that the Borrower and the Owner are duly organized and validly existing entities under the laws of the State(s) under which they are formed, and the Owner has full power to acquire, hold, encumber, develop, operate, sell and convey and dispose of real property and interests therein; (iv) that the Membership Interests have been effectively pledged and assigned to the Lender pursuant to the Security Agreement and Assignment and that the Lender, upon proper filing, will have a perfected security interest in the Membership Interests; (v) the Guaranties and the Security Agreement and Assignment have been duly executed and delivered and are the legal, valid and binding obligation of the signatories thereto; (vi) that (A) the execution and performance by the Borrower of this Agreement, the Notes, and the other Loan Documents to which it is a party do not conflict with the Borrower's or the Owner's organizational documents or any oth...
Conditions Precedent to the Initial Disbursement. MCC’s approval of the initial Disbursement Request will be subject to the satisfaction of each of the following conditions (except as such conditions may be waived or deferred by MCC in its sole discretion):
Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the BANK:
4.1.1 The CONSTRUCTION NOTE, duly executed on behalf of the BORROWER.
4.1.2 The MORTGAGE duly executed on behalf of the BORROWER.
4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER.
4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER.
4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing.
4.1.6 A copy of the PLANS, certified by ICM, DESIGN-BUILDER and the BORROWER.