Common use of Conditions of Disbursement Clause in Contracts

Conditions of Disbursement. Bank shall be under no obligation to make any Advances under the Credit Facility pursuant to this Agreement unless the following conditions shall have been fulfilled: A. The representations and warranties of Borrower contained herein shall be true at the time of the initial Advance and at the time of each subsequent Advance under this Agreement as though such representations and warranties were made at such time. B. Borrower shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it. C. Prior to the initial advance under this Agreement Borrower shall have delivered to Bank an opinion in writing of Borrower's legal counsel, Foley & Lardner, dated on or after the date of this Agreeme▇▇, ▇o t▇▇ ▇▇▇▇ct that (i) Borrower is a corporation validly existing under the laws of the State of Wisconsin, and has the corporate power and authority to enter into this Agreement and to make borrowings and execute and deliver the notes as provided for herein; (ii) the making of this Agreement and compliance with the terms hereof by Borrower and the execution and delivery of the Note pursuant hereto do not conflict with or contravene any provision of the Articles of Incorporation, or By-Laws of Borrower, or any material indenture, contract or agreement of which such counsel has knowledge, to which Borrower is a party or to which it is subject (or that any such contravention has been appropriately waived), or, to the extent of the business of the Borrower of which such counsel has knowledge, any statute, rule or regulation binding upon Borrower;

Conditions of Disbursement. Bank Banks shall be under no obligation to make any Advances advances under the Lines of Credit Facility pursuant to this Agreement unless the following conditions shall have been fulfilled: A. (a) The representations and warranties of Borrower contained herein shall be true at the time of the initial Advance advance and at the time of each subsequent Advance advance under this Agreement as though such representations and warranties were made at such time. B. (b) Borrower shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it. C. (c) Prior to the initial advance under this Agreement Borrower shall have delivered to Bank Banks an opinion in writing of Borrower's legal counsel, Foley & Lardnerwhich counsel shall be acceptable to Banks, dated on or after the date of this Agreeme▇▇Agreement, ▇o t▇▇ ▇▇▇▇ct to the effect that (i) Borrower is a corporation validly duly organized and existing under the laws of the State of Wisconsin, and has the corporate power and authority to enter into this Agreement and to make borrowings and execute and deliver the notes Master Notes as provided for herein; (ii) the making execution and delivery of this Agreement and compliance with the terms hereof by Borrower and the execution and delivery of the Note Master Notes pursuant hereto do are not conflict with at variance or contravene in contravention of any provision of the Articles of Incorporation, or By-Laws of Borrower, or any material indenture, contract or agreement of which such counsel has knowledgeknowledge after due inquiry, to which Borrower is a party or to which it is subject (or that any such contravention has been appropriately waived), or, to the extent of the business of the Borrower of which such counsel has knowledge, or any statute, rule or regulation binding upon Borrower; (iii) all corporate action necessary to authorize Borrower to enter into this Agreement, to perform its obligations hereunder, including the obtaining of the Lines of Credit hereunder, and to execute and deliver any and all documents necessary to comply with the provisions of this Agreement has been taken; (iv) this Agreement and the Master Notes have been duly executed by Borrower;

Conditions of Disbursement. Bank Banks shall be under no obligation to make any Advances advances under the Lines of Credit Facility pursuant to this Agreement unless the following conditions shall have been fulfilled: A. (a) The representations and warranties of Borrower each of the Co-Borrowers contained herein shall be true at the time of the initial Advance advance and at the time of each subsequent Advance advance under this Agreement as though such representations and warranties were made at such time. B. Borrower (b) Each of the Co-Borrowers shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it. C. (c) Prior to the initial advance under this Agreement Borrower Co-Borrowers shall have delivered to Bank Banks an opinion in writing of Co-Borrower's legal counsel, Foley & Lardnerwhich counsel shall be acceptable to Banks, dated on or after the date of this Agreeme▇▇Agreement, ▇o t▇▇ ▇▇▇▇ct to the effect that (i) Borrower each of the Co-Borrowers is a corporation validly duly organized, and existing under the laws of the State state of Wisconsinits incorporation, and has the corporate power and authority to enter into this Agreement and to make borrowings and execute and deliver the notes Master Notes as provided for herein; (ii) the making execution and delivery of this Agreement and compliance with the terms hereof by each Co-Borrower and the execution and delivery of the Note Master Notes pursuant hereto do are not conflict with at variance or contravene in contravention of any provision of the Articles of Incorporation, or By-Laws of a Co-Borrower, or any material indenture, contract or agreement of which such counsel has knowledgeknowledge after due inquiry, to which a Co-Borrower is a party or to which it is subject (or that any such contravention has been appropriately waived), or, to the extent of the business of the Borrower of which such counsel has knowledge, or any statute, rule or regulation binding upon a Co-Borrower;

Conditions of Disbursement. Bank shall be under no obligation to make any Advances under the Credit Facility pursuant to this Agreement unless the following conditions shall have been fulfilled: A. The representations and warranties of Borrower contained herein shall be true at the time of the initial Advance and at the time of each subsequent Advance under this Agreement as though such representations and warranties were made at such time. B. Borrower shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it. C. Prior to the initial advance under this Agreement Borrower shall have delivered to Bank an opinion in writing of Borrower's legal counsel, Foley & Lardner, dated on or after the date of this AgreemeAgreement, t▇ ▇▇, ▇ ef▇o t▇▇▇ ▇▇▇▇ct that at (i) Borrower is a corporation validly existing under the laws of the State of Wisconsin, and has the corporate power and authority to enter into this Agreement and to make borrowings and execute and deliver the notes as provided for herein; (ii) the making of this Agreement and compliance with the terms hereof by Borrower and the execution and delivery of the Note pursuant hereto do not conflict with or contravene any provision of the Articles of Incorporation, or By-Laws of Borrower, or any material indenture, contract or agreement of which such counsel has knowledge, to which Borrower is a party or to which it is subject (or that any such contravention has been appropriately waived), or, to the extent of the business of the Borrower of which such counsel has knowledge, any statute, rule or regulation binding upon Borrower;

Conditions of Disbursement. Bank shall be under no obligation to make any Advances advances under the Line of Credit Facility or the Loan pursuant to this Agreement unless the following conditions shall have been fulfilled: A. The representations and warranties of Borrower contained herein shall be true in all material respects at the time of the initial Advance advance and at the time of each subsequent Advance advance under this Agreement as though such representations and warranties were made at such time. B. Borrower shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it. C. Borrower shall have delivered to Bank copies of its most recent financial statements prepared in accordance with the provisions of Section 4.A of this Agreement. D. Prior to the initial advance under this Agreement, Borrower shall have delivered to Bank certified copies of its Articles of Incorporation and By-laws. E. Prior to the initial advance under this Agreement, Borrower shall have delivered to Bank certified resolutions of its Board of Directors authorizing its entry into this Agreement and performance of the covenants contained herein unless such resolutions are not required by Borrower’s By-laws. F. Prior to the initial advance under this Agreement, Borrower shall have delivered to Bank a certificate of incumbency with respect to the person(s) authorized to execute this Agreement, the Master Note, the Loan Note and all other documents to be executed in connection with the transactions which are the subject of this Agreement. G. Prior to the initial advance under this Agreement Borrower shall have delivered to Bank an opinion in writing of Borrower's ’s legal counsel, Foley & Lardnerwhich counsel shall be acceptable to Bank, dated on or after the date of this Agreeme▇▇Agreement, ▇o t▇▇ ▇▇▇▇ct to the effect that (i) Borrower is a corporation validly existing under the laws of the State of WisconsinMinnesota, and has the corporate power and authority to enter into this Agreement and to make borrowings and execute and deliver the notes Master Note, the Loan Note and other documents as provided for herein; (ii) the making of this Agreement and compliance with the terms hereof by Borrower and the execution and delivery of the Master Note and the Loan Note pursuant hereto do are not conflict with at variance or contravene in contravention of any provision of the Articles of Incorporation, Incorporation or By-Laws laws of Borrower, or to the attorneys knowledge any material indenture, contract or agreement of which such counsel has knowledge, to which Borrower is a party or to which it is subject (or that any such contravention has been appropriately waived), or, to the extent of the business of the Borrower of which such counsel has knowledge, or any statute, rule or regulation binding upon Borrower;; (iii) all corporate action necessary to authorize Borrower to enter into this Agreement, to perform its obligations hereunder, and to execute and deliver any and all documents necessary to comply with the provisions of this Agreement has been taken; (iv) the obtaining of the Line of Credit and the Loan hereunder has been authorized and approved by all necessary corporate action; (v) this Agreement, the Master Note and the Loan Note have been duly executed by the Borrower; (vi) this Agreement, the Master Note, and the Loan Note constitute, the legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their terms; (vii) no consent of any public body, agency, commission or board is necessary to the making and assumption of obligations hereunder by Borrower except such as may be required by order, decree and the like that are specifically applicable to Borrower and of which counsel has knowledge; and (viii) so far as it is known to such counsel there is no material litigation, and there are no proceedings by any public body, agency, or authority pending against Borrower. The opinion may be subject to customary and usual qualifications acceptable to Bank. H. Prior to the initial advance under this Agreement, Borrower shall deliver to Bank a security interest subordination agreement executed by the former owners of EIS whereby their security interest in the Borrower’s assets is fully subordinated to the Bank’s security interest in such assets, which agreement must be in form and substance acceptable to Bank.