Conditions Precedent to Loan Closing Clause Samples

Conditions Precedent to Loan Closing. 1. THDA shall not be obligated to close the loan evidencing the Assistance Funds until the following conditions are satisfied: a. Evidence satisfactory to THDA, in its sole discretion, that all requirements, terms, covenants, conditions or obligations contained in this Agreement, the Program Description, the Conditional Commitment Letter, the Program Requirements, the Tax Credit Program Requirements, the Restrictive Covenants, the Reservation Notice, the Carryover Allocation Agreement, the First Note, the First Deed of Trust, or any agreement with Private Lender, Syndicator or other person or entity providing funding for the Development that must be met prior to a closing, have been met. b. No change in the amount of Private Financing or Syndicator Equity or, in the event of a reduction in Private Financing or Syndication Equity, evidence satisfactory to THDA, in its sole discretion, that sufficient funds are available from sources other than Assistance Funds to meet the Development Budget set forth in Article I, Section 7 above. c. An agreement, satisfactory to THDA in its sole discretion, between and among THDA, Private Lender and Syndicator, if any. d. Other conditions as THDA deems necessary, in its sole discretion. 2. In connection with the closing of the Loan, the following documents must be fully executed and recorded, if necessary: a. This Agreement b. Assistance Note c. Assistance Deed of Trust d. Owner’s Closing Certificate e. Settlement Statement f. Other documents as THDA may require

Conditions Precedent to Loan Closing and funding of the A&D Loan and issuance of Letters of Credit: Lender shall not be obligated to close the Loans, make any advance of A&D Loan proceeds hereunder, make any advances out of the Interest Reserve, or cause the Letters of Credit to be issued unless the following conditions have been satisfied: (a) The Note, this Loan Agreement, the Deed of Trust and the other Loan Documents shall have been properly executed and delivered to Lender (except that only a copy of the fully executed Deed of Trust shall be delivered to Lender). Borrower shall deliver the original fully executed and acknowledged Deed of Trust and other Loan Documents that Lender requires to be recorded or filed to secure the Indebtedness and Obligations (the “Loan Recordation Documents”) to the Title Company in final form required for recordation in the appropriate land records and the Title Company shall record the fully executed Loan Recordation Documents immediately after the recordation of the deed conveying the Land from the seller of the Land to Borrower. If the Title Company is unable to record the Loan Recordation Documents on or before 5:00 p.m., January 6, 2014 (the “Recordation Deadline”), then (i) Lender’s obligation to provide the Loans to Borrower shall immediately terminate on the Recordation Deadline without further notice, grace or opportunity to cure such that Lender’s obligations under the Loan Documents shall be of no further force and effect thereafter, and (ii) the Title Company shall refund the entire amount of Lender’s preliminary advance of the A&D Loan that Lender wired to the Title Company as held by the Title Company in escrow pending recordation of the Loan Recordation Documents to the Lender before 5:00 p.m. on January 7, 2014. All of Lender’s fees and expenses including, but not limited to, the fees and expenses of Lender’s legal counsel shall be fully earned, non-refundable and retained by Lender and its legal counsel to Borrower if the Loans terminate for failure to record the Loan Recordation Documents by the Recordation Deadline. (b) Borrower shall have deposited with the Title Company in currently available funds the amount set forth on Line 303 of the settlement statement as approved by Lender, the receipt of which the Title Company shall confirm to Lender. (c) Lender shall have received a paid policy of title insurance (ALTA Standard Form “B” Loan Policy - Current Edition) or a valid and enforceable commitment to issue the same, together with such r...

Conditions Precedent to Loan Closing. 1. The additional conditions referred to in Section 4.1(j) are as follows: Conditions Precedent to Release of Funds 2. Section 4.2(b) amount of fidelity bond coverage: 3. Section 4.2(d) funds deposited for Project completion: 4. The additional conditions referred to in Section 4.2(e) are as follows: Conditions Precedent to Individual Advances

Conditions Precedent to Loan Closing. In connection with the execution and delivery of this Agreement, each of the following conditions shall be satisfied (all documents, certificates and other evidence of such conditions are to be satisfactory to RUS in its discretion):

Conditions Precedent to Loan Closing. The additional conditions referred to in Section 4.1(j) are as follows:

Conditions Precedent to Loan Closing. 1. The additional conditions referred to in Section 4.1(j) are as follows: None 2. Section 4.2(b) amount of fidelity bond coverage: $13,221,114 3. Section 4.2(d) funds deposited for Project completion: None 4. The additional conditions referred to in Section 4.2(e) are as follows: a. The Awardee has provided RUS with ***of its *** with respect to the ***; and b. The *** referred to immediately above in paragraph (a) has concluded. c. RUS shall have received the following executed agreements, in form and substance satisfactory to RUS, which incorporate the fees and rates projected for each respective agreement in the Application: 1. An agreement with GCI Communication Corporation for design and engineering, construction management, and other services; 2. An agreement with GCI Communications Corporation for operation and maintenance of the Awardee's system outside the existing LEC service area; 3. An agreement with GCI Communication Corporation for space and power in GCI Communication Corporations facilities.; 4. An agreement with Unicom, Inc. for space and power in Unicom's existing facilities.

Conditions Precedent to Loan Closing. Prior to or simultaneous with the Loan Closing, Borrower shall have completed the following: a. Borrower shall have executed a Note in the amount of the Loan (the “Note”) secured by a real estate mortgage on the Property (the “Mortgage”) for the benefit of the City. The Mortgage shall be recorded in the office of the Dane County Register of Deeds at Borrower’s expense on the date of closing. Except as otherwise provided in this Loan Agreement or the Mortgage, the lien of the Mortgage shall be subject to and subordinate in all respects to restrictions and easements of record, municipal and zoning ordinances, current taxes and assessments not due as of the date of the Mortgage, the rights of tenants in possession, and other encumbrances acceptable to the City; b. Borrower shall have executed an Environmental Indemnity Agreement in a form approved by the City Attorney (the “Environmental Indemnity Agreement”); c. Borrower shall have provided to the City all certificates and policies of insurance required by the Mortgage; and d. Borrower shall have furnished and delivered to the City, at Borrower’s sole cost and expense, for examination at least fifteen (15) days before closing, an ALTA commitment for marketable title insurance on the Property issued by a responsible title company licensed by the State of Wisconsin, committing said title insurance company to issue insurance for the Property by a lender’s standard form ALTA policy in the amount of $162,400.00, showing all liens, encumbrances and other matters of record, together with “gap” coverage and such other endorsements as the City may reasonably require. e. Borrower shall have caused Lincoln Avenue Capital Management, LLC (“Guarantor”) to have executed a guaranty to the City (the “Guaranty”) guaranteeing Loan payments and the Guarantor Interest Payment Portion.

Conditions Precedent to Loan Closing. The Lender's obligation to enter into and perform its duties under the Loan Document shall be subject to the full and complete satisfaction of the following conditions precedent:

Conditions Precedent to Loan Closing. Lender shall be under no obligation to close the Loan until each of the following conditions has been satisfied, or if Lender shall close the Loan or make a disbursement prior to each of the following conditions having been satisfied, Lender shall be under no obligation to make any further disbursement of proceeds under the Loan until each of the following conditions has been satisfied (each of said conditions is to be construed as a covenant of Borrower as well as a condition, all of which will survive the Closing of the Loan):