Conditions to the Loan Sample Clauses
Conditions to the Loan. As a condition to the establishment of the Credit Facility and the Lenders entering into this Agreement, each of the following conditions shall be fulfilled, satisfied and performed in a manner completely satisfactory to the Lenders and their counsel in all respects:
(a) all of the Security Documents, each in form and substance satisfactory to and approved by the Lenders, shall have been executed by such Persons as are duly authorized to execute such documents and the Lenders shall be satisfied that such Persons have been so duly authorized and such documents shall have been delivered to the Lenders and filed and registered as the Lenders' lawyers may consider necessary or advisable;
(b) each of the covenants and agreements set out in this Agreement shall have been performed, fulfilled and satisfied, no Event of Default shall have occurred and continue to subsist and no event or circumstance shall have occurred and no condition shall exist which will result, either immediately, or with the lapse of time or giving of notice or both, in the occurrence or existence of an Event of Default;
(c) each of the warranties and representations made by the Borrower in this Agreement, in any of the Security Documents and in any other document, material, information or report supplied or delivered in connection with the Loan to the Lenders, the Lenders' lawyers or representatives of the Lenders shall be true and correct;
(d) no Material Adverse Effect shall have occurred; and
(e) an aggregate of 5,000,000 share purchase warrants (the “Warrants”) shall be issued to the Lenders by the Borrower on a Private Placement basis as the Lenders' fee for the Loan, upon receiving notice from the Lenders, jointly, specifying the registration and delivery instructions of the Warrants and where half of the Warrants will be issued to ▇▇▇▇▇▇ and half of the Warrants will be issued to Sky. Each Warrant shall be exercisable to acquire one Common Share at an exercise price equal to SEVENTEEN ($0.17) CENTS per Common Share. The Warrants shall be granted in the form of a warrant certificate, the form and substance of which shall be acceptable to the applicable Lender, acting reasonably. The Warrants shall be exercisable for a period of two years from the date of issuance subject to the warrant agreement. The terms of the Warrants, including number and exercise price thereof, may be changed at any time without the consent of the applicable Lender if necessary to comply with the rules and pol...
Conditions to the Loan. The obligation of the Lender to make the Loan on the Funding Date is subject to the satisfaction of the following conditions, whether prior to or contemporaneously with the making of the Loan:
(a) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or that are contained in any document furnished under or in connection herewith or therewith, are true and correct on and as of the Funding Date, before and after giving effect to the borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(b) No Default shall exist or result from the Loan or from the application of the proceeds thereof.
(c) There has been no event or circumstance since the date hereof that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.
(d) All of the conditions set forth in Section 4.01 have been met.
(e) All of the conditions set forth in Section 4.02 of the Other Loan Agreement shall have been met.
(f) (A) The quarterly distribution to be paid on the Initial Units on August 12, 2011 shall have been deposited in the Reserve Account, and (B) the Initial Units and the Pledged Warrants shall each have been delivered to the Lender or its agent as Collateral, in each case pursuant to Section 3 of the Security Agreement.
(g) The Borrower shall have delivered to the Lender a duly completed election to purchase Units in the form set forth on the reverse of the certificate evidencing the Pledged Warrants, signed by a duly authorized representative of the Borrower, which shall specify that (a) the certificate representing any Pledged Warrants that are not exercised and (b) the certificate representing any Underlying Units issued upon exercise shall each be delivered to Nomura Securities International, Inc. at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
(h) No Collateral Shortfall shall exist or result from the making of the Loan.
(i) The Lender shall have received a certificate signed by a Responsible Officer of the Borrower (A) certifying that the conditions set forth in Section 4.01 and this Section 4.02 have been met, (B) certifying that the Financial Statements delivered on the Closing Date are true, correct and complete and that the Borrower has no other assets other than those evidenced by such account statements, (C) containing a list of all...
Conditions to the Loan. No Lender shall be obligated to make a Closing Date Term Loan on the Closing Date, unless and until all of the following conditions have been satisfied in a manner satisfactory to Agent in its sole discretion, or waived in writing by Agent:
Conditions to the Loan. Bank will have no obligation to make or advance the Term Loans until Borrower and/or Guarantors have delivered to Bank at or before the closing date, in form and substance satisfactory to Bank:
(a) Executed versions of the Loan Documents.
(b) A Certificate of Borrower in the form of Exhibit 7.1(b) and all attachments thereto.
(c) A Certificate of MM Merger Corporation in the form of Exhibit 7.1(b) and all attachments thereto.
(d) A favorable opinion of counsel to Borrower, in form acceptable to Bank.
(e) A favorable opinion of counsel to MM Merger Corporation, in form acceptable to Bank.
(f) The Loan Documentation Fee and Closing Fee have been paid in full.
(g) Certificate of Insurance relating to loss and damage to Borrower's properties and business as described in Section 4.4 hereof, if applicable.
Conditions to the Loan. At the time of the making of each advance under the Loan by the Lender to the Borrower under this Agreement (each an “Advance”), the following conditions shall have been fulfilled to the Lender’s satisfaction:
(a) This Agreement and the Note shall have been duly executed and delivered by all required parties thereto and in form and substance satisfactory to the Lender, and the Lender shall have received (1) a certified copy of the resolution adopted by the Borrower’s governing body, substantially in the form of Exhibit F attached hereto, and
Conditions to the Loan. The Lenders’ obligation to enter into this Agreement, and to make any Advance under the Loan shall be effective only upon fulfillment of the following conditions, and the conditions stated elsewhere in this Agreement and in the other Loan Documents, each of which shall be fulfilled in a manner reasonably satisfactory to the Agent Lender.
Conditions to the Loan. The Lender shall not be obligated to make any Loan, or to take, fulfill, or perform any other action hereunder, until the following conditions have been satisfied or provided for in a manner reasonably satisfactory to Lender, or waived in writing by Lender on or before the date of the initial Loan (such date, the “Closing Date”):
Conditions to the Loan. The obligations of the Lenders to make the Loan are subject to prior or concurrent satisfaction of each of the following conditions:
(a) On or before the Closing Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by the Administrative Agent shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received on behalf of the Lenders the following items, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and, unless otherwise noted, dated the Closing Date:
1. a copy of the Company's and each Subsidiary Guarantor's charter, certified as of the Closing Date by one of its Officers, together with a certificate of status, compliance, good standing or like certificate with respect to the Company and each Subsidiary Guarantor issued by the appropriate government officials of the jurisdiction of its incorporation, each to be dated a recent date prior to the Closing Date;
2. a copy of the Company's and each Subsidiary Guarantor's bylaws, certified as of the Closing Date by one of its Officers;
Conditions to the Loan. The agreement of each Lender to make the Loan requested to be made and/or continued by it on the Restatement Effective Date is subject to the satisfaction of the following conditions precedent:
Conditions to the Loan. The obligation of the Lender to make the Loan shall be subject to the satisfaction or waiver by the Lender of the following conditions precedent: