Conditions Precedent to Advances Clause Samples
The "Conditions Precedent to Advances" clause defines the specific requirements that must be satisfied before a lender is obligated to disburse funds to a borrower under a loan agreement. Typically, these conditions may include the delivery of certain documents, evidence of compliance with covenants, or confirmation that no default has occurred. By setting these prerequisites, the clause ensures that the lender's risk is minimized and that all necessary legal and financial safeguards are in place before any loan proceeds are advanced.
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Conditions Precedent to Advances. After the Initial Advance, no Advance of the proceeds of the Loan for any purpose shall occur until Borrower has provided the Lender with the following:
(a) Lender shall have received (i) a fully executed counterpart of each Construction Contract or copy thereof; and (ii) a report of any changes, replacements, substitutions, additions or other modification in the list of contractors, subcontractors and materialmen involved or expected to be involved in the construction of the Improvements.
(b) Lender shall have received from Borrower a Draw Request for such Advance: (i) completed, executed and certified to by Borrower, with the Inspecting Person’s approval noted thereon, stating that said construction was performed in accordance with the Plans and Specifications; (ii) with the statement from Borrower that, in the opinion of Borrower, construction of the Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan; (iii) setting forth the amount of retainage as required by Section 3.8) for each category for which retainage applies; and (iv) approved by the Inspecting Person. To the extent approved by Lender, and included in the Budget, such expenses may be paid from the proceeds of the Loan.
(c) Borrower shall have furnished to Lender, from each contractor, subcontractor and materialman, including Contractor, an invoice, lien waiver and such other instruments and documents as Lender may from time to time specify, in form and content, and containing such certifications, approvals and other data and information, as Lender may require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished. The lien waiver of each contractor, subcontractor and materialman shall be received by Lender not later than one month after the making of any Advance for the benefit of such contractor, subcontractor or materialman which pays the amount described in such lien waiver.
(d) Borrower shall have furnished to Lender such city inspection reports, if any, budget variance reports for the operating budget and other matters, all in form and substance acceptable to Lender, with respect to the construction of the Improvements.
(e) If requested the opinion of the Inspection Person that all work typically done at the stage of construction when the Advance is requested shall have been done, and all materials, supplies, chattels and ...
Conditions Precedent to Advances. Lender’s obligation to make any advance under this Loan Agreement and the other Loan Documents shall be subject to the conditions precedent that, as of the date of such advance and after giving effect thereto (i) all representations and warranties made to Lender in this Loan Agreement and the other Loan Documents shall be true and correct, as of and as if made on such date, (ii) no material adverse change in the financial condition of Borrower since the effective date of the most recent financial statements furnished to Lender by Borrower shall have occurred and be continuing, (iii) no event has occurred and is continuing, or would result from the requested advance, which with notice or lapse of time, or both, would constitute an Event of Default (as hereinafter defined), and (iv) Lender’s receipt of all Loan Documents appropriately executed by Borrower and all other proper parties.
Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement, no Loan proceeds, Revolving Credit Loans, advances or other extensions of credit under the Loan shall be disbursed under this Agreement unless the following conditions have been satisfied or waived immediately before such disbursement:
(a) The representations and warranties on the part of Borrower contained in Article IV of this Agreement shall be true and correct in all respects at and as of the date of disbursement or advance, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date and except that the references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent annual and interim financial statements of Borrower furnished to Lender pursuant to Section 6.1).
(b) No Event of Default or event which, with the giving of notice of the lapse of time, or both, could become an Event of Default shall have occurred and be continuing or would result from the making of the disbursement or advance.
(c) No adverse change in the condition (financial or otherwise), properties, business, or operations of Borrower shall have occurred and be continuing with respect to Borrower since the date of this Agreement.
Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement, the obligation of Lender to make advances or other extensions of credit under the Credit Facilities on or after the Closing Date, including, without limitation, the additional Term A Loan made pursuant to Section 2.3(a)(ii) and the Term C Loan made pursuant to Section 2.3(c), shall be subject to the completion of the following conditions precedent, each to the satisfaction of Lender in its sole discretion:
(a) The representations and warranties on the part of Borrower contained in Article IV shall be true and correct in all material respects at and as of the date of disbursement or advance, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date and except that the references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent annual and interim financial statements of Borrower furnished to Lender pursuant to Section 5.1);
(b) No Default shall have occurred and be continuing or would result from the making of the disbursement or advance; provided, however, the condition precedent set forth in this clause (b) with respect to any Default that shall have occurred and be continuing under Section 5.17 shall apply only upon Borrower’s request for advances under the Revolving Credit Facility;
(c) No event has occurred that has caused, or would be reasonably likely to result in a, Material Adverse Effect since the date of this Agreement;
(d) Borrower has delivered to Lender a Borrowing Base Certificate in accordance with Section 2.2(d) with respect to Revolving Credit Loans;
(e) Borrower shall have complied with the requirements of Section 2.11(c); and
(f) Borrower shall have raised at least $5,000,000 through the issuance of Stock of NimbleGen for cash consideration to one or more existing or new investors.
(g) Borrower shall have completed item (c) of Exhibit D hereto regarding the delivery of certain additional material agreements, notes, consulting agreements and other documents. The request and acceptance by Borrower of the proceeds of any advance in respect of the Credit Facilities shall be deemed to constitute, as of the date of such request and as of the date of such acceptance, (i) a representation and warranty by Borrower that all of the conditions in this Section 3.2 have been satisfied and (ii) a restatement by Borrower that the representations and warranties made by ...
Conditions Precedent to Advances. The obligation of each Lender to make Advances hereunder is subject to satisfaction of the following conditions precedent:
Conditions Precedent to Advances. Lender's obligation to make any Advances or to provide any other financial accommodations to or for the benefit of Borrower hereunder shall be subject to the conditions precedent that as of the date of such advance or disbursement and after giving effect thereto (a) all representations and warranties made to Lender in this Agreement and the Related Documents shall be true and correct as of and as if made on such date, (b) no material adverse change in the financial condition of Borrower or any Guarantor since the effective date of the most recent financial statements furnished to Lender, or in the value of any Collateral, shall have occurred and be continuing, (c) no event has occurred and is continuing, or would result from the requested advance or disbursement, which with notice or lapse of time, or both, would constitute an Event of Default, (d) no Guarantor has sought, claimed or otherwise attempted to limit, modify or revoke such Guarantor's guaranty of any Loan, and (e) Lender has received all Related Documents appropriately executed by Borrower and all other proper parties.
Conditions Precedent to Advances. The obligations of the Lender under this Agreement to make Advances are subject to the following conditions precedent, all of which must be fulfilled prior to or concurrently with an Advance under this Agreement:
(a) The Borrower shall have executed and delivered the Note and the Mortgages, satisfying the Loan-to-Value Ratio, to the Lender.
(b) The Lender has received all documents required by this Agreement to be delivered to the Lender and such documents shall be in full force and effect.
(c) All representations or warranties contained in this Agreement are true and correct.
(d) There is no Event of Default and no condition, event or act, which with notice or lapse of time, or both, would constitute an event of default.
(e) All legal proceedings and documents in connection with the borrowing under this Agreement are satisfactory in form and substance to the Lender and its counsel.
(f) The Lender shall have received all fees, costs and expenses required to be paid by the Borrower under the terms of this Agreement.
Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel:
(a) general continuing guarantees of the Obligations executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire Lending, Inc., respectively;
(b) certificates executed by the President and the Secretary of the Company and each guarantor of the Obligations certifying (i) the names and signatures of the officers of the Company or guarantor, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company or guarantor, as the case may be, authorizing the execution of the Transaction Documents to which the Company or guarantor is a party, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached thereto;
(c) a certificate executed by the President and the Chief Financial Officer/Treasurer of the Company certifying the satisfaction of the conditions set forth in Section 3.2;
(d) certificates regarding the due formation, valid existence and good standing of the Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdiction;
(e) releases executed by Chase Bank releasing all liens and security interests of Chase Bank in the Collateral;
(f) a favorable opinion of counsel for the Company and each guarantor of the Obligations covering such matters as Fidelity may reasonably request;
(g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company;
(h) an appraisal of the Company's Eligible Machinery and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575;
(i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company;
(j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates in favor of Fidelity any liens or security interests that it may h...
Conditions Precedent to Advances. In addition to the other Conditions Precedent set forth in this Agreement, the Postpetition Lender’s obligation to make each Advance shall be subject to the following further conditions precedent:
Conditions Precedent to Advances. The obligation of the Bank to make any Advance is subject to the Borrower's full compliance with each of the following conditions precedent to the satisfaction of the Bank in its sole and absolute discretion, unless otherwise waived in writing by the Bank in its sole and absolute discretion: