Common use of Conditions to Loan Closing Clause in Contracts

Conditions to Loan Closing. The obligation of the Bank to make the Loans is subject to the satisfaction of the following conditions: (a) receipt by the Bank from the Borrower of a duly executed counterpart of this Agreement signed by the Borrower; (b) receipt by the Bank of the duly executed Note complying with the provisions of Section 2.04; (c) receipt by the Bank of an opinion of counsel of Luth▇▇ ▇. ▇▇▇▇▇, ▇▇q., counsel for the Borrower, substantially in the form of Exhibit G hereto, and covering such additional matters relating to the transactions contemplated hereby as the Bank may reasonably request; (d) receipt by the Bank of a certificate from the chief executive officer or chief financial officer of the Borrower, in form and substance satisfactory to the Bank, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that the Borrower has satisfied each of the closing conditions; (e) receipt by the Bank of all documents which the Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Note, and any other matters relevant hereto, all in form and substance satisfactory to the Bank, including without limitation a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, as applicable, certifying as to the names, and incumbency of the officer or officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) the Certificate of Incorporation, (ii) the Bylaws, (iii) a certificate of the Secretary of State (or other appropriate office) of the state of its incorporation as to its good standing as a corporation of such jurisdiction, and (iv) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Note and the other Loan Documents to which the Borrower is a party; and (f) receipt by the Bank of evidence satisfactory to the Bank that on the Closing Date the Borrower is terminating and will pay in full its existing seasonal facility provided by First Union National Bank and the Bank pursuant to the Credit Agreement dated as of November 14, 1997.

Conditions to Loan Closing. The obligation of the Bank to make the Loans is subject to the satisfaction of the following conditions: (a) receipt by the Bank from the Borrower of a duly executed counterpart of this Agreement signed by the Borrower; (b) receipt by the Bank of the duly executed Note complying with the provisions of Section 2.04; (c) receipt by the Bank of an opinion of counsel of Luth▇▇ ▇. ▇▇▇▇▇, ▇▇q., counsel for the BorrowerBorrower and the Guarantors, substantially in the form of Exhibit G hereto, and covering such additional matters relating to the transactions contemplated hereby as the Bank may reasonably request; (d) receipt by the Bank of a certificate from the chief executive officer or chief financial officer of the Borrower, in form and substance satisfactory to the Bank, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that the Borrower has satisfied each of the closing conditions; (e) receipt by the Bank of all documents which the Bank may reasonably request relating to the existence of the BorrowerBorrower and the Guarantors, the corporate or other authority for and the validity of this Agreement, the Note, the Guaranty Agreements and any other matters relevant hereto, all in form and substance satisfactory to the Bank, including without limitation a certificate of incumbency of the BorrowerBorrower and each Guarantor, signed by the Secretary or an Assistant Secretary or other appropriate officer or representative of the BorrowerBorrower and each Guarantor, as applicable, certifying as to the names, and incumbency of the officer or officers of the Borrower and the Guarantors authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the BorrowerBorrower and each Guarantor: (i) the Certificate of IncorporationIncorporation or Articles of Organization, (ii) the BylawsBylaws or Operating Agreement, (iii) a certificate of the Secretary of State (or other appropriate office) of the state of its incorporation or organization as to its good standing as a corporation or limited liability company of such jurisdiction, and (iv) the action taken by the Board of Directors or members authorizing the execution, delivery and performance of this Agreement, the Note and the other Loan Documents to which the Borrower is a party; and (f) receipt by the Bank of evidence satisfactory to the Bank that on the Closing Date the Borrower is terminating and will pay in full its existing seasonal facility provided by First Union National Bank and the Bank pursuant to the Credit Agreement dated as of November 14, 1997.this