Conditions Precedent to the Advance Clause Samples
The "Conditions Precedent to the Advance" clause sets out specific requirements that must be satisfied before a lender is obligated to provide funds to a borrower. Typically, these conditions include the delivery of certain documents, evidence of compliance with legal or financial covenants, or confirmation that no default has occurred. By establishing these prerequisites, the clause ensures that the lender is protected and that all necessary steps have been taken before disbursing the loan, thereby reducing the risk of advancing funds under unfavorable or uncertain circumstances.
Conditions Precedent to the Advance. The obligation of the Lenders to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Date:
(a) Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the Lenders:
(i) for each Lender, a promissory note in the form of the Note in the principal amount of such L▇▇▇▇▇’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan);
(ii) this Agreement, duly executed by the Borrower and each Guarantor;
(iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business;
(iv) the duly executed G▇▇▇▇▇▇▇;
(v) the duly executed Collateral Documents;
(vi) Each deposit account of a Loan Party maintained at Bank of America, W▇▇▇▇ Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account;
(vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents;
(viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/...
Conditions Precedent to the Advance. Lender's obligation to make the Advance under this Agreement shall be subject to the fulfillment, on or before September 30, 2013 (or such later date as Lender approves in writing), of all of the following conditions precedent, and all other conditions precedent that may be contained in any of the Loan Documents:
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the condition precedent that the Lender shall have received, in form and substance satisfactory to the Lender:
Conditions Precedent to the Advance. The Facility Lenders will only be obliged to make the Advance if:
3.1.1 the Facility Agent (or its duly authorised representative) has received the documents and other evidence listed in Schedule 2, Part 1 of this Agreement;
3.1.2 on the date of the Drawdown Notice and on the proposed Drawdown Date no Default is continuing or would result from the making of the Advance;
3.1.3 on the date of the Drawdown Notice and on the proposed Drawdown Date the representations made by the Borrower under clause 11 (other than that in clauses 11.2, 11.6 and 11.18) are true in all material respects;
3.1.4 the amount of the Advance does not exceed the lower of (i) one hundred and fifty million Dollars ($150,000,000) and (ii) seventy per cent. (70%) of the Vessel Total Costs; and
3.1.5 the Total GIEK Facility Commitments do not exceed eighty five per cent. (85%) of the aggregate of the Eligible Costs and the Hiload Eligible Costs.
Conditions Precedent to the Advance. The following conditions, in addition to any other requirements set forth in this Agreement, shall have been met or performed on or prior to the date the Advance hereunder shall be made by the Bank:
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by L▇▇▇▇▇, of each of the following conditions precedent as of the date hereof and to the Lender’s continued satisfaction on the date hereof:
(a) Lender shall have received in form and substance satisfactory to the Lender:
(i) a Note representing the aggregate amount of the Term Loan, duly executed by the Borrower and payable to the order of the Lender;
(ii) this Agreement, duly executed by the Borrower;
(iii) confirmation from the Borrower regarding the adoption of resolutions of the board of directors or others performing similar functions with respect to such corporation or other organization, as applicable, of the Borrower approving and authorizing the execution, delivery, and performance by the Borrower of each Loan Document, the notices and other documents to be delivered by the Borrower pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder; and
(iv) such other documents and instruments with respect to the transactions contemplated hereby as the Lender may reasonably request.
Conditions Precedent to the Advance. The Bank shall have no obligation to make the Advance under the BDC Facility unless all of the following conditions shall have been satisfied, in each case to the satisfaction of the Bank:
(a) all conditions precedent listed in Section 7.02 shall have been satisfied;
(b) the Bank shall have received all documents referred to in Article VI herein, together with the Intercreditor Agreement, duly executed by all parties thereto;
(c) the Bank shall have received a certificate of status, certificate of compliance or similar certificate for each Credit Party, issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets;
(d) the Bank shall have received a certificate of an officer of the Borrower, including a certified copy of resolutions of its board of directors, concerning the due authorization, execution and delivery of this Agreement and all other documents provided by it pursuant to this Agreement, and such related matters as the Bank may reasonably require;
(e) the Bank shall have received a certificate of an officer of each other Credit Party, including a certified copy of resolutions of its board of directors, concerning the due authorization, execution and delivery of all documents provided by it pursuant to this Agreement, and such related matters as the Bank may reasonably require;
(f) the Bank shall have received an opinion from the Borrower’s counsel regarding each Credit Party’s corporate status, capacity, the due authorization, execution, delivery and enforceability of this Agreement and all other documents provided by it pursuant to this Agreement, and such other matters as the Bank may reasonably require; and
(g) the Bank shall have received such additional evidence, documents or undertakings as it may reasonably require to complete the transactions contemplated hereby.
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the fulfillment of the following conditions precedent on or prior to the date hereof:
Conditions Precedent to the Advance. The obligation of the Lenders to make the Advance under this Agreement is subject to and conditional upon the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the Finance Parties:
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance of the Loan is subject to the satisfaction (or waiver by the Lender in its sole discretion) of the following conditions precedent:
(a) That the Lender shall have received on or before the Effective Date, in form and substance satisfactory to the Lender:
(i) The Note, duly executed on behalf of the Borrower, the form of which is attached hereto as Exhibit A;
(ii) An Unconditional Guaranty of Payment from and duly executed by each of the Guarantors, in an Agreed Form.
(iii) The Borrower’s and each Guarantor’s Certificate in an Agreed Form, duly executed on behalf of the Borrower and each of the Guarantors.
(iv) Pledge Agreement in an Agreed Form — Borrower, pledging:
(A) All ownership of ECU Silver Mining Inc.
(B) All ownership of ASM Services S.à ▇.▇.
(v) Pledge Agreement in an Agreed Form - ECU Silver Mining Inc. pledging:
(A) Ownership of 49,999 shares of fixed capital and 2,002,080,597 shares of variable capital of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S.A. de C.V.
(B) Ownership of 87 shares of fixed capital and 164,832 shares of variable capital of Minera Labri S.A. de C.V.
(C) Ownership of 99 shares of fixed capital of Servicios Velardeña S.A. de C.V.
(vi) Deed of movable hypothec under Quebec law charging all of ECU Silver Mining Inc.’s right title and interest in and to:
(A) Ownership of 49,999 shares of fixed capital and 2,002,080,597 shares of variable capital of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S.A. de C.V.
(B) Ownership of 87 shares of fixed capital and 164,832 shares of variable capital of Minera Labri S.A. de C.V.
(C) Ownership of 99 shares of fixed capital of Servicios Velardeña S.A. de C.V.
(vii) Pledge Agreement in an Agreed Form - ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S.A. de C.V. pledging:
(A) Ownership of 13 shares of fixed capital of Minera Labri S.A. de C.V.
(B) Ownership of one share of fixed capital of Servicios Velardeña S.A. de C.V.
(viii) Pledge Agreement in an Agreed Form — Minera Labri S.A. de C.V. pledging:
(A) Ownership of one share of fixed capital of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S.A. de C.V.
(ix) Ownership certificates (i.e., stock certificates, the registers of shareholders, or the equivalent where ownership is not certificated), duly endorsed in blank representing the foregoing ownership in the following:
(A) ECU Silver Mining Inc.
(B) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S.A. de C.V.
(C) Minera Labri S.A. de C.V.
(D) Servicios Velardeña S.A. de C.V.