Conditions Precedent to the Loan Clause Samples
The 'Conditions Precedent to the Loan' clause defines the specific requirements that must be satisfied before a lender is obligated to disburse loan funds to the borrower. These conditions often include the delivery of certain documents, such as evidence of insurance, legal opinions, or proof of compliance with applicable laws, as well as the fulfillment of any covenants or representations made in the loan agreement. By setting these prerequisites, the clause ensures that the lender's interests are protected and that all necessary legal and financial safeguards are in place before the loan is advanced.
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Conditions Precedent to the Loan. (a) As a condition precedent to the borrowing of the Loan hereunder, the Lender must receive the following from the Borrower in form reasonably satisfactory to the Lender and, except for items (i) and (ii) below, dated as of the date of the borrowing of the Loan (it being agreed that the forms delivered to the Administrative Agent under the Incorporated Agreement, with such changes as are appropriate to refer to this Agreement, are satisfactory to the Lender):
(i) this Agreement duly executed and delivered on behalf of the Borrower;
(ii) if requested by the Lender at least two Business Days prior to the borrowing of the Loan, a promissory note as contemplated in Paragraph 1(d) above;
(iii) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower stating that as of the date of the borrowing of the Loan no Event of Default or Potential Default shall exist and that the representations and warranties contained in Paragraph 3 of this Agreement are true and correct on such date (including, without limitation, those incorporated herein);
(iv) copies of the Certificate of Incorporation of the Borrower, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, and a certificate of good standing, certified on or within ten days prior to the date hereof by the Secretary of State of Delaware;
(v) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, of its By-Laws and its Board of Directors’ resolutions, authorizing the execution, delivery and performance of the this Agreement and the Loan Documents;
(vi) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to sign any other documents and notices in connection with this Agreement and to make borrowings under this Agreement (on which the Lender shall be entitled to rely until informed of any change in writing by the Borrower);
(vii) a written opinion of the Borrower’s counsel, Jones Day, addressed to the Lender;
(viii) a notice of borrowing (in the form of Exhibit C hereto);
(ix) each representation and warranty set forth or referred to in Section 3 below shall be true and correct in all material respects as if made on the date of such borrowing; and
(x) no Default or E...
Conditions Precedent to the Loan. The obligation of the Lender to make the Loan pursuant to Section 2.1 shall be subject to the satisfaction, on or before the Closing Date, of the conditions set forth in this Section. If the conditions set forth in this Section are not met on or prior to the Closing Date, the Lender shall have no obligation to make the Loan.
(a) The Company shall have duly executed and delivered to the Lender the Note representing the Loan.
(b) The Company shall have duly authorized, executed, and delivered to the Lender a security agreement in the form attached hereto as Exhibit B (the “Security Agreement”) to secure the repayment of the Loan and granting the Lender a continuing security interest in all presently existing and hereafter acquired assets and property of the Company of whatever nature and wherever located which such Security Interest shall be senior to all other security interests or Encumbrances against the assets and property of the Company; provided, however, that the Security Interest shall be subordinate to that of the security interest granted in connection with the $2,000,000 loan from the California Integrated Waste Management Board (the “CIWMB Security Interest”). Lender shall be entitled to a second position security interest pari passu with the investors participating in private placement pursuant to the 2006 Private Placement Memorandum (the “PPM”) of the Company, subject to the Company’s right to subordinate such security interest to Senior Debt, as hereafter defined. “Senior Debt” shall mean all indebtedness for all principal, fees, expenses, interest, penalties, post-bankruptcy petition interest, and all other amounts payable for money borrowed.
Conditions Precedent to the Loan. The obligation of the Lender to make the Loan hereunder is subject to satisfaction of the following conditions precedent in a manner satisfactory to the Lender:
Conditions Precedent to the Loan. As a condition precedent to Lender making the Loan, the Borrower shall deliver to Lender on or before the date of the Loan closing, the following, in form and substance satisfactory to Lender:
(a) The Note;
(b) Mortgage and Security Agreement;
(c) UCC-1 Financing Statements;
(d) Evidence satisfactory to Lender of ownership of the Collateral by Borrower free and clear of encumbrances of any kind;
(e) Guaranties from Mountain View Nursing, LLC and AdCare Health Systems, Inc. (collectively, the “Guarantor” or “Guarantors”);
(f) Such other documents as reasonably may be required by the Lender or Lender’s counsel. The Loan documents as provided above (collectively, the “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such other provisions as are deemed necessary or desirable by Lender. The form and substance of all such documents must be satisfactory to Lender prior to disbursement by Lender of any of the proceeds of the Loan.
Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date is subject to the satisfaction by Borrower on the Closing Date of the following conditions precedent:
Conditions Precedent to the Loan. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:
Conditions Precedent to the Loan. As a condition precedent to Lender making the Loan, the Borrower shall deliver to Lender on or before the date of the Loan closing, the following, in form and substance satisfactory to Lender:
a. Note; and
b. Such other documents as reasonably may be required by the Lender or Lender’s counsel. The Loan documents as provided above (collectively, the “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such other provisions as are deemed necessary or desirable by Lender. The form and substance of all such documents must be satisfactory to Lender prior to disbursement by Lender of any of the proceeds of the Loan.
Conditions Precedent to the Loan. This Agreement shall become effective upon, and the obligation of the Lender to make the Loan hereunder on the Closing Date is subject to, the satisfaction of the following conditions precedent:
Conditions Precedent to the Loan. The conditions for Party A to provide the Loan to Party B are set out below:
5.1 Party A and Party B having duly entered into an Equity Pledge Agreement (the “Equity Pledge Agreement”), pursuant to which Party B agrees to pledge all its equity interest in Ctrip Commerce to Party A;
5.2 Party A, Party B and Ctrip Commerce having duly entered into an Exclusive Call Option Agreement (the “Exclusive Call Option Agreement”), pursuant to which Party B will grant an irrevocable and exclusive call option for Party A to purchase all of Party B’s equity interest in Ctrip Commerce;
5.3 each of the representations and warranties made by Party B under Article 6.2 below being true, complete, correct and not misleading, and will be true, complete, correct and not misleading as of the day when the Loan is received; and
5.4 Party B not breaching any of its covenants made in Article 7 below, and no events having occurred or being anticipated to occur that may affect Party B’s performance of its obligations hereunder.
Conditions Precedent to the Loan. The obligation of the initial Lender to advance the Loan shall be subject to fulfillment of the following conditions precedent on or prior to the Closing Date:
(a) The Borrower shall have delivered to the Agent the Notice of Borrowing and the Pay Proceeds Letter;
(b) The initial Lender shall have received its applicable Note duly executed by the Borrower and the initial Lender shall have received sufficient funds to make the Loan either from the issuance of commercial paper or from Credit Suisse, if requested;
(c) The Agent shall have received on or before the Closing Date the following documents in form and substance satisfactory to it:
(i) This Agreement duly executed by the Borrower;
(ii) The Security Agreement, together with evidence of its filing (or filing of a customary memorandum thereof) with the United States Surface Transportation Board and the Office of the Registrar General of Canada (and the favorable opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special Surface Transportation Board counsel to the Borrower, and ▇▇▇▇ & Berlis LLP, special Canadian counsel to the Borrower, delivered pursuant to subsection (vi) below shall be conclusive evidence of such filings);
(iii) Certificates of insurance naming the Secured Party as additional insured and loss payee for the benefit of the Lenders, which satisfy the requirement of Section 4.2 of the Security Agreement;
(iv) A certificate of a Responsible Officer of ARI, which is the sole member of the Borrower, certifying (A) ARI’s articles of incorporation and bylaws, (B) the resolutions of the Board of Directors of ARI approving and authorizing (i) the execution and delivery by the Borrower of the Loan Documents to which it is a party and performance by the Borrower of the transactions contemplated hereunder and thereunder and (ii) the execution and delivery by ARI of the Loan Documents to which it is a party and performance of the transactions contemplated hereunder and thereunder, (C) the certificate of formation and operating agreement of the Borrower, and (D) an incumbency certificate regarding the Responsible Officers signing on behalf of ARI for itself and in its capacity as the sole member of the Borrower, incorporating specimen signatures;
(v) A certificate of an officer of ARLLA and AR Leasing, which is the sole member of ARLLA, certifying (A) AR Leasing’s certificate of formation and operating agreement, (B) the resolutions of the Executive Committee of AR Leasing approving and authorizing (i) the execution and ...