Additional Conditions Precedent to Term Loans. Each of the following is an additional condition precedent to Lender making disbursements of any portion of any Term Loan to Borrower of amounts thereof not disbursed at closing as part of the initial Loans: (a) Any condition precedent specified in Section 4.1 hereof or elsewhere herein to the making of the initial Loans not satisfied at the time of making of the initial Loans the satisfaction of which had been deferred by Lender shall have been fulfilled to Lender’s satisfaction; (b) All such conditions shall have been satisfied within the time prescribed, to Lenders satisfaction; (c) No material adverse change shall have occurred in the assets, business or prospects of Borrower since the Closing Date and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have approved the purpose for which the proceeds of such Term Loan are to be used; and (e) All conditions specified in Section 4.2 hereof must continue to be satisfied at and as of the date of each disbursement.

Additional Conditions Precedent to Term Loans. Each Lender’s obligation to make the Term Loan is also subject to satisfaction or waiver of the following conditions precedent on the applicable Funding Date: (a) duly executed counterpart of the Loan Documents (other than this Agreement and the Registration Rights Agreement), each duly executed by each party thereto (which may include telecopy transmission of a signed signature page); (b) receipt by each Lender of an executed Loan Payment Request Form from the Borrower in the form of Exhibit D attached hereto; (c) a completed Perfection Certificate for Borrower and Holdings; (d) the Operating Documents and good standing certificates of Borrower and Holdings certified by the Secretary of State of the State of Delaware or Israeli Corporations Authority, Registrar of Companies and Partnerships, as applicable, and each jurisdiction in which Borrower or Holdings, as applicable, is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) certificates of Borrower and Holdings, each in substantially the form of Exhibit F hereto executed by the Secretary of Borrower and Holdings with appropriate insertions and attachments, including with respect to (i) the Operating Documents of Borrower (including the Certificate of Incorporation of Borrower which shall be certified by the Secretary of State of the State of Delaware) and the Operating Documents of Holdings (including a copy of Holdings’ certificate of incorporation and articles of association currently in effect, each certified as true and correct by an officer of Holdings and a copy of each shareholder agreement of Holdings currently in effect) and (ii) the resolutions adopted by the Board of Directors for the purpose of approving the transactions contemplated by the Loan Documents; (f) certified copies, dated as of a date no earlier than the later of (x) thirty (30) days prior to the Effective Date and (y) the day after the filing of termination statements evidencing the repayment in full and release of liens with respect to Xxxxxxxx’s existing Indebtedness described under Section 3.2(k) below, of financing statement searches, as the Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been will be terminated or released; (g) [reserved]; (h) a duly executed legal opinion of counsel to Xxxxxxxx dated as of the Fu...

Additional Conditions Precedent to Term Loans. The obligation of Lender to advance the Term Loans is subject to the following additional conditions precedent: (a) the representations and warranties made by the Credit Parties in Section 4 of this Agreement and in the other Loan Documents are true and correct in all material respects, unless any such representation or warranty is stated to relate to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (it being understood that any representation or warranty that is qualified as to “materiality,” “Material Adverse Change,” or similar language shall be true and correct in all respects, in each case, on the date on which each Term Loan is made (both with and without giving effect to such Term Loan) or as of such earlier date, as applicable); and (b) there shall not have occurred (i) any Material Adverse Change or (ii) any Default or Event of Default.

Additional Conditions Precedent to Term Loans. The obligation of each Lender to make the Term Loans is subject to the following additional conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of one or more executed Payment/Advance Forms in the form of Exhibit A hereto; (b) the representations and warranties of the Credit Parties in this Agreement and the other Loan Documents shall be true, accurate, and complete on the Effective Date as if made on such date; and (c) there shall not have occurred (i) any Material Adverse Change or (ii) any Default or Event of Default.

Additional Conditions Precedent to Term Loans. The obligation of each Lender to make a Term Loan on the Closing Date, shall be subject to the satisfaction of each of the following further conditions precedent as of such date: (a) the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (without duplication of any materiality qualifier contained herein) as though made on and as of such date (and each Borrower shall be deemed to have so made each such representation and warranty on and as of such date); (b) no event shall have occurred, or would result from the making of the Term Loans or the Revolving Credit Loans or consummation of the transactions contemplated by the Term Loan Documents and the Revolving Credit Documents or the Related Transactions that, with the giving of notice or lapse of time or both, if required, constitutes, or would give rise to, a Default or an Event of Default; (c) the Administrative Agent shall have timely received a Notice of Borrowing in compliance with the terms hereof; and (d) no injunction, writ, judgment, decree, restraining order, or other order of any nature shall have been issued and remain in force by any Governmental Authority or arbitrator against any Obligor, the Agent, any Lender or the Revolving Agent or any Revolving Credit Lender or letter of credit issuing bank prohibiting or restraining, directly or indirectly, and no other legal bar shall exist directly or indirectly to, the making of such Term Loans or the Revolving Credit Loans or the consummation of the Related Transactions.

Additional Conditions Precedent to Term Loans. The Lenders shall not be obligated to make any Term Loans unless, at the time of making of such Loans, the following conditions (unless waived in writing by the Majority Lenders), in addition to the conditions set forth in Section 6A (unless waived in writing by the Majority Lenders), have been satisfied:

Additional Conditions Precedent to Term Loans. The obligation of each Lender to advance its Applicable Percentage of each Term Loan is subject to the following additional conditions precedent: a. the representations and warranties made by the Credit Parties in Section 4 of this Agreement and in the other Loan Documents are true and correct in all material respects on the Closing Date, unless any such representation or warranty is stated to relate to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (it being understood that any representation or warranty that is qualified as to “materiality,” “Material Adverse Change,” or similar language shall be true and correct in all respects (as so qualified), in each case, on the Closing Date (both with and without giving effect to the Term Loans) or as of such earlier date, as applicable); and b. Each borrowing by Borrower hereunder shall constitute a representation and warranty by Xxxxxxxx, as of the Closing Date, that: (i) there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter; (ii) the organizational structure and capital structure of Borrower and each of its Subsidiaries is as described on Schedule 4.15 of the Disclosure Letter as at the Closing Date; and (iii) the conditions precedent set forth in this Section 3.5 and in Section 3.1, Section 3.6 and Section 3.7 have been satisfied. c. there shall not have occurred (i) any Material Adverse Change or (ii) any Default or Event of Default.

Additional Conditions Precedent to Term Loans. In addition to the conditions set forth in Sections 3.1 and 3.2 above, the Lenders’ obligations to make the First Term Loans are subject to the condition precedent that Borrower shall have had an average Market Capitalization of not less than Fifty Million Dollars ($50,000,000) for the ten (10) Business Days prior to the Funding Date of the First Term Loans. In addition to the conditions set forth in Sections 3.1 and 3.2 above, the Lenders’ obligations to make the Second Term Loans are subject to the conditions precedent that Borrower shall have (i) had an average Market Capitalization of not less than Seventy Five Million Dollars ($75,000,000) for the ten (10) Business Days prior to the Funding Date of the Second Term Loans and (ii) achieved the Second Draw Conditions.

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