Conditions Precedent to Initial Disbursement Clause Samples
The 'Conditions Precedent to Initial Disbursement' clause defines the specific requirements that must be satisfied before the lender is obligated to release the first portion of funds under a loan agreement. Typically, these conditions include the borrower providing necessary documentation, such as evidence of insurance, legal opinions, or proof of compliance with applicable laws and regulations. By setting these prerequisites, the clause ensures that all critical legal and financial safeguards are in place before any money is disbursed, thereby protecting the lender from undue risk and ensuring the transaction proceeds smoothly.
Conditions Precedent to Initial Disbursement. (a) The obligation of the Bank to make the Loan and make disbursements of the proceeds of the same to the Borrower is subject to the satisfaction by the Borrower or its representatives of the following conditions precedent (unless waived by the Bank in each particular instance):
(i) The Borrower's and Guarantors' warranties and representations as contained herein shall be accurate and complete, in all material respects, as of the date of Closing and as of the date of each subsequent disbursement (if any).
(ii) The Borrower and Guarantors shall not be in default under any of the covenants contained herein as of the date of Closing and as of the date of each disbursement.
(iii) The Borrower and Guarantors shall have executed and delivered all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered to the Bank all of those items identified as "Borrower's and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bank.
(b) Without limiting in any manner the scope or generality of the foregoing, certain of said items are more particularly described as follows:
(i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan.
(ii) The Bank shall have received:
(A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documents;
(B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement);
(C) a title insurance policy written with a company acceptable to the Bank, insuring that the Bank has a valid first lien of record on Real Estate a...
Conditions Precedent to Initial Disbursement. In conjunction with and as additional (but independent) supporting evidence for certain of the covenants, representations and warranties made by Borrower herein, prior to and as a condition of the Initial Disbursement, Borrower shall deliver or cause to be delivered to Lender each of the following, each of which shall be in form and substance satisfactory to Lender, in its sole and absolute discretion:
Conditions Precedent to Initial Disbursement. Lender shall have no obligation to make the first disbursement (the “Initial Disbursement”) of the proceeds of the Loan until Borrower has satisfied all other requirements and conditions precedent contained herein for any disbursement of any proceeds of the Loan.
Conditions Precedent to Initial Disbursement. Borrower shall comply with, and Lender's obligation to disburse the first Loan Advance shall be conditioned upon Borrower's performance of the following conditions precedent:
Conditions Precedent to Initial Disbursement. The obligation of JBIC to make the initial JBIC Disbursement under this Agreement shall be subject to (a) the fulfillment, in a manner satisfactory to JBIC, prior to or concurrently with the making of such initial JBIC Disbursement, of the conditions precedent set forth in Section 5.01 of the Master Participation Agreement (or waiver thereof in accordance with Section 5.01 of the Master Participation Agreement), which conditions are incorporated by reference herein as if fully set forth herein; (b) the fulfillment of the conditions set out in clause (1) of Annex A attached hereto (or waiver thereof by JBIC in accordance with Section 5.01 of the Master Participation Agreement); and (c) with respect to any JBIC Disbursement of Tranche B, the JBIC Agent shall have received the corresponding portion of Tranche B from each JBIC Tranche B Funding Source Bank.
Conditions Precedent to Initial Disbursement. Each Participating Municipality agrees to submit to Treasury the opinions of counsel required by Section 3.3 of the Allocation Agreement as a condition precedent to the initial Disbursement of Allocated Funds.
Conditions Precedent to Initial Disbursement. Prior to the first disbursement or to the issuance of the first Letter of Com mitment under the Loan, the Borrower shall, except as A.I. D.· may otherwise agree in writing, furnish to A.I.D. in form and substance satisfactory to A. LO.
Conditions Precedent to Initial Disbursement. The obligation of the EDA to make the initial disbursement hereunder shall be subject to the condition precedent that the Association shall be in compliance with the conditions contained in Section 3.4 hereof and the further condition precedent that the EDA shall have received, on or before the date of such initial disbursement hereunder, the following:
(a) A copy of the Construction Plans, approved by the City Building Official in accordance with Section 4.2 hereof and in detail sufficient to enable the Association to authorize commencement of construction of the Housing Improvements, certified by the City Building Official and the Association;
(b) Copies of the Construction Contracts, and such subcontracts as may be reasonably requested from time to time by the EDA;
(c) A sworn construction statement duly executed by the Contractors for the Housing Improvements showing estimates of all anticipated Contractors’ contract or subcontracts for specific portions of the work on the Housing Improvements and the amounts anticipated to become due each such Contractor, including all costs and expenses of any kind incurred and to be incurred in construction the Housing Improvements;
(d) A total project cost statement, incorporating estimates of the construction costs as shown on the sworn construction statement described in paragraph (c) above and setting forth all other costs and expenses of any kind anticipated to be incurred in completion of the Housing Improvements and sworn to by the Association to be a true, complete and accurate account of all costs actually incurred and a reasonably accurate estimate of all costs to be incurred in the future;
(e) Copies of any licenses and permits which the EDA’s Authorized Representative certifies as necessary and sufficient to construct the Housing Improvements, including all foundation and grading permits and building permits from time to time necessary for such construction.
(f) Paid invoices showing that the Association has paid at least $40,000 of the cost of the Housing Improvements including soft costs.
Conditions Precedent to Initial Disbursement. The obligation of the Lender to disburse the Loan proceeds shall be subject to the conditions precedent that Borrower shall be in compliance with all conditions set forth in Section 3.02 and the following conditions:
(a) Borrower shall have delivered, without expense to ▇▇▇▇▇▇, duly executed copies of each of the Loan Documents.
(b) Borrower shall have delivered, without expense to Lender, the Due Diligence Documents.
(c) Borrower shall have deposited in escrow with Title or otherwise have available to the satisfaction of Lender equity, loan proceeds or other funds sufficient, together with the Loan, to pay all unpaid Acquisition Costs and at least some of the funds must be from either the GMHF NOAH Impact Fund or the ▇▇▇▇▇▇▇ Mac Demonstration Initiative and at least 3% of the Acquisition Costs must be provided by Borrower as cash equity.
(d) All filing fees (including, but not limited to, the Loan Documents for the benefit of the Lender, charges, expenses and taxes including, but not limited to, mortgage registration tax) shall have been paid by ▇▇▇▇▇▇▇▇, and all required insurance policies shall be in appropriate amounts, name all insureds, and be in full force and effect as evidenced by the certificates of insurance.
(e) Title shall have issued to Lender, at ▇▇▇▇▇▇▇▇’s expense, an updated policy or policies of title insurance insuring that, upon completion of the Project, the Mortgage will be a valid lien on the Project, subject only to the Permitted Encumbrances, and without exception from possible mechanic’s liens, matters of survey or parties in possession, real property taxes and assessments, and otherwise in form and substance reasonably satisfactory to Lender.
(f) Borrower shall have paid to Lender an origination fee of $ (1% of Loan Amount).
Conditions Precedent to Initial Disbursement. The obligations of Lender to make the First Disbursement are subject to the satisfaction of the following conditions precedent: