Conditions Precedent to the Initial Loan Clause Samples
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a Loan on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such day, in form and substance satisfactory to the Lender:
(i) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly...
Conditions Precedent to the Initial Loan. The obligation of the Bank to make its initial Loan shall be subject to the satisfaction of each of the following conditions precedent on or before the Closing Date:
Conditions Precedent to the Initial Loan. The obligation of the Lender to make its initial Loan on the date of the initial borrowing hereunder (the "Closing Date") shall be subject to the satisfaction of each of the following conditions precedent before or concurrently with the initial Loan:
Conditions Precedent to the Initial Loan. The obligation of the Lender to make the initial Loan hereunder is subject to the receipt of or satisfaction of each of the following items in addition to the applicable conditions precedent set forth in Section 6.l above, all of which must be satisfactory to the Lender in form and substance:
Conditions Precedent to the Initial Loan. As a condition precedent to making the initial Loan hereunder, the Lender must receive the following from the Borrower in form satisfactory to the Lender:
(i) the enclosed duplicate of this Agreement, together with any fee letter to be delivered in connection with this Agreement, duly executed and delivered on behalf of the parties thereto;
(ii) a Certificate of Limited Partnership, certified by the Delaware Secretary of State;
(iii) a certificate of status or good standing of each Loan Party as of a date acceptable to Lender from the State of Delaware and from the State of California;
(iv) a borrowing resolution or other evidence of the Borrower’s authority to borrow, certified by the General Partner;
(v) a certificate of incumbency from the General Partner;
(vi) a copy of the Partnership Agreement (including the current versions of all exhibits thereto), certified by the General Partner;
(vii) copies of the organizational documents of the General Partner, certified by the General Partner;
(viii) a certificate of the Borrower certifying compliance with the covenant set forth in Section 4(b)(v) below and providing corresponding calculations;
(ix) a summary of the Limited Partners bound by subscription agreements, and the amounts of their respective LP Commitments, as of the Closing Date, and, if requested by the Lender, certified copies of all duly executed subscription agreements from the Limited Partners as of the Closing Date; and
(x) such other documents and certificates as the Lender may reasonably request.
Conditions Precedent to the Initial Loan. The obligation of Lender to make the Initial Loan is subject to the following conditions precedent:
(a) Receipt by Lender of the fully executed Loan Request;
(b) Fully executed original copies of each Loan Document required pursuant to Section 4.01 or 4.03 to be executed in connection with the Request, duly executed and delivered by the parties thereto (other than Lender), each of which shall be in full force and effect.
(c) Favorable opinions of counsel to Borrower, as to the due organization and qualification of Borrower, the due authorization, execution, delivery and enforceability of each Loan Document executed in connection with the Request and such other matters as Lender may reasonably require.
(d) Receipt by Lender at least five (5) days prior to the Initial Closing Date, of the confirmation of a Hedge commitment;
(e) Receipt by Lender of Hedge Documents, effective as of the Initial Closing Date;
(f) Delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by Lender, including duly executed and delivered original copies of the Note, the Security Instruments covering the Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to Lender and in form proper for recordation, as may be necessary in the opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, and the payment of all taxes, fees and other charges payable in connection with such execution, delivery, recording and filing;
(g) The receipt by Lender of the first installment of Loan Fee and the entire Discount payable by Borrower pursuant to Section 1.04(c);
(h) Receipt by Lender of the Origination Fee pursuant to Section 7.01 and the Due Diligence Fee pursuant to Section 7.02; and
(i) Receipt by Borrower of the conventional Rate Confirmation Form.
Conditions Precedent to the Initial Loan. The obligation of the Lender to make the Initial Loan hereunder shall become effective on the date (such date, the “Effective Date”) on which each of the following conditions is met or complied with to the Lender’s satisfaction (in its sole discretion) or otherwise waived in writing by the Lender (in its sole discretion):
Conditions Precedent to the Initial Loan. Notwithstanding anything to the contrary in this Master Agreement or any other Transaction Document, Lender shall not be obligated to make the initial Loan (including any Interim Advance thereunder) until each of the following conditions has been satisfied, all in form and substance reasonably satisfactory to Lender (other than as set forth in Section 2.1(E)), and any election by Lender to make any such Advance prior to the fulfillment of any condition precedent shall not constitute a waiver thereof:
Conditions Precedent to the Initial Loan. The obligation of Lender to make the Initial Loan is subject to the satisfaction of all of the following conditions precedent:
Conditions Precedent to the Initial Loan. The obligation of Lender to make its Loan on the initial Borrowing Date (the "Closing Date") shall be subject to the satisfaction on or before the Closing Deadline of each of the following conditions precedent before or concurrently with the initial Loan: