CONDITIONS AND SECURITY Clause Samples

CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel; (ii) certified copies of resolutions of the Board of Directors of Company evidencing approval of the borrowings hereunder, (iii) certified copies of Company's Articles of Incorporation and Bylaws, and (iv) certificates of good standing from the State of Company's incorporation and from each jurisdiction in which it is required to be qualified to do business. 2.2 As security for all indebtedness of Company to Bank hereunder and under the Line Note as herein provided, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"): (a) Security Agreement granting to Bank a first priority security interests in and covering all of Company's tangible and intangible personal property, whether now owned or hereafter acquired (subject to Permitted Liens); (b) The Collateral L/C (as defined below); (c) A subordination agreement ("Subordination Agreement") from Gerald Stults and Kelly Rose ("Subordinate Creditors") ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ess of Company to them to Company's indebtedness to Bank; (d) A first priority security interest in Company's membership interest in Tecstar LLC; (e) A first priority continuing collateral mortgage on the real property located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇; (▇) ▇inancing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the Uniform Commercial Code; (g) Such documents or certificates as may be requested by Bank and/or are required under the terms of any and every Security Agreement; and (h) Such other documents or agreements of security and appropriate assurances of validity and perfected first priority of lien or security interest as Bank may request at any time (subject to Permitted Liens).
View SourceView Similar (10)
CONDITIONS AND SECURITY. 2.1 Company agrees to furnish Bank, prior to the borrowing hereunder, in form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel; (ii) certified copies of resolutions of the Board of Directors of Company evidencing approval of the borrowings hereunder, (iii) certified copies of Company's Articles of Incorporation and Bylaws, and (iv) a certificate of good standing from the State of Company's incorporation and from each jurisdiction in which it is required to be qualified to do business. 2.2 As security for all indebtedness of Company to Bank, Company agrees to furnish, execute and deliver to Bank or cause to be furnished, executed and delivered to Bank prior to or simultaneously with the borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following (all of which is herein collectively called the "Collateral"): (a) Security Agreement dated March 29, 1996, granting to Bank first priority security interests in and covering all of Company's assets, which secures future advances such as this loan.
View Source
CONDITIONS AND SECURITY. 33 3.1 Effectiveness . . . . . . . . . . . . . . . . . . . . . . 33 3.2
View Source
CONDITIONS AND SECURITY. 4.1 Borrower shall have executed and delivered to Bank, or caused to have been executed and delivered to the Bank, this Agreement, the Note(s) and all other applicable Loan Documents (including all schedules, exhibits, certificates, opinions, financial statements and other documents to be delivered pursuant hereto), and the Note(s) and other applicable Loan Documents (when executed and delivered to Bank) shall be in full force and effect and binding and enforceable obligations of Borrower and any other persons who may be parties thereto, except to the extent limited by applicable bankruptcy, insolvency or other insolvency laws. 4.2 Bank shall have received: (a) certified copies of resolutions of the Board of Directors of Borrower evidencing approval of the borrowings hereunder and the transactions contemplated hereby, (b) certified copies of Borrower's Articles of Incorporation and Bylaws; and
View Source

Related to CONDITIONS AND SECURITY

  • Conditions to ▇▇▇▇▇’▇ Obligations The obligations of ▇▇▇▇▇ hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by ▇▇▇▇▇ of a due diligence review satisfactory to ▇▇▇▇▇ in its reasonable judgment, and to the continuing satisfaction (or waiver by ▇▇▇▇▇ in its sole discretion) of the following additional conditions:

  • Conditions to All Parties’ Obligations The obligations of Parent and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditions: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreement.

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33