Condition Precedent Clause Example from Business Contracts

Condition Precedent. (a) Initial Loan. The obligation of Lender to make the initial Loan under the Credit Facility, is subject to the condition precedent that Lender shall have received on or before the day of such Loan all of the following in form and substance satisfactory to Lender, or the following conditions shall have been satisfied satisfactory to Lender, as applicable: (i) Resolutions. Resolutions of the governing body of each Obligor that is not a natural Person certified by an authorized officer or represe...ntative of such Obligor which authorize the execution, delivery, and performance of the Loan Documents that such Obligor is a party to; (ii) Incumbency Certificate. A certificate of incumbency certified by an authorized officer or representative of each Obligor that is not a natural person certifying the names of the individuals or other Persons authorized to sign the Loan Documents to which any Obligor that is not a natural Person is to be a party (including the certificates contemplated herein) together with specimen signatures of such Persons; (iii) Constituent Documents. The Constituent Documents of each Obligor that is not a natural Person certified to Lender as being true and correct as of the Effective Date; (iv) Governmental Certificates. Certificates of the appropriate government officials of the state of organization of each Obligor that is not a natural Person and any state such Obligor is currently doing business as to the existence, qualification and good standing of such Obligor, dated no more than TEN (10) days prior to the Effective Date; (v) Loan Documents. The Loan Documents executed by each Obligor party thereto; (vi) Financial Statements. Audited financial statements of Debtor covering the year 2010. (vii) Financing Statements. Code financing statements covering the Collateral shall have been filed with such filing offices as Lender may request; (viii) Insurance Matters. Copies of insurance certificates describing all insurance policies as may be required by Lender from time-to-time; 9 (ix) Lien Search. The results of a Code or other lien search showing all financing statements and other documents or instruments on file against Debtor in such locations as Lender may reasonably request, such search to be as of a date no more than TEN (10) days prior to the Effective Date; (x) Fees and Expenses. Evidence that the costs and expenses of Lender (including reasonable attorneys' fees) and all fees owing to Lender, shall have been paid in full by Debtor; (xi) Certain Amounts Owing to Debtor. Debtor shall cause the Collateral Loans and the Collateral Documents to have been pledged to Lender in form and content satisfactory to Lender; (xii) Due Diligence. Lender shall have (at Debtor's cost and expense) completed its business, legal and collateral due diligence audit with respect to Debtor and the Collateral Loans (including the Collateral Loan portfolio) and the results thereof shall be acceptable to Lender, in its sole and absolute discretion; and (xiii) Other Matters. Such other documents and agreements as may be required by Lender in its reasonable discretion. (b) All Loans. The obligation of Lender to make any Loan shall be subject to the following additional conditions precedent: (i) Request for Loan. Lender shall have received in accordance with this Agreement, a request for a Loan in form and content satisfactory to Lender in its reasonable discretion dated as of the date of request and executed by an authorized officer of Debtor; (ii) No Event of Default, Etc. No Default or event which could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing, or would result from or after giving effect to such Loan; and (iii) Representations and Warranties. All of the representations and warranties contained in the Loan Documents shall be true and correct in material respects on and as of the date of such Loan with the same force and effect as if such representations and warranties had been made on and as of such date. View More