All Advances. On each Advance Date: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For the avoidance of doubt, Borrower shall have paid the fee set forth in Section 2.9 if and as required. (d) With respect to any Tranche III Term Loan Advance, Borrower shall have paid to Lender the Tranche III Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance. (e) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.
Appears in 3 contracts
Samples: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.)
All Advances. On each Advance Date:
(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), each duly executed by BorrowerBorrower Representative’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request.;
(b) The the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.;
(c) Borrower the Loan Parties shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For ;
(d) with respect to any Tranche 2 Advance or Tranche 3 Advance, the avoidance of doubt, Borrower Loan Parties shall have paid the fee set forth in Section 2.9 if and portion of the Tranche 2 Facility Charge or Tranche 3 Facility Charge, as required.applicable to such Advance;
(de) With with respect to any Tranche III Term Loan 2 Advance, Borrower shall have paid to Lender the Tranche III Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance.2 Draw Test has been satisfied; and
(ef) Each each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.
Appears in 2 contracts
Samples: Loan and Security Agreement (ATAI Life Sciences N.V.), Loan and Security Agreement (ATAI Life Sciences N.V.)
All Advances. On each Advance Date:
(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), each duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request.
(b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, or, in the case of any representation and warranty qualified by materiality, in all respects as of such earlier date).
(c) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For the avoidance of doubt, Borrower shall have paid the fee set forth in Section 2.9 if and as required.
(d) With respect to any Tranche III Term Loan 3 Advance, Borrower the Loan Parties shall have paid to Lender the Tranche III 3 Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance.
(e) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.
Appears in 2 contracts
Samples: Loan and Security Agreement (Century Therapeutics, Inc.), Loan and Security Agreement (Century Therapeutics, Inc.)
All Advances. On each Advance Date:
(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), 2.2(c) each duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request.;
(b) The the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.;
(c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For ;
(d) on the avoidance of doubtAdvance Date for Tranche 4, Borrower shall have paid the fee set forth in Section 2.9 if and as required.Tranche 4 Facility Charge;
(de) With respect to any on the Advance Date for Tranche III Term Loan Advance5, Borrower shall have paid to Lender the Tranche III 5 Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance.; and
(ef) Each each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.
Appears in 2 contracts
Samples: Loan and Security Agreement (Tricida, Inc.), Loan and Security Agreement (Tricida, Inc.)
All Advances. On each Advance Date:
(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request.
(b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.
(c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For the avoidance of doubt, Borrower shall have paid the fee set forth in Section 2.9 if and as required.
(d) With respect to any Advance pursuant to Tranche III Term Loan AdvanceIII, Borrower shall have paid to Lender the Tranche III Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance.
(e) With respect to any Advance pursuant to Tranche III, Lenders’ investment committee shall have approved the requested Advances, as contemplated by Section 2.1(a)(iii). Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs subsections (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.
Appears in 1 contract
Samples: Loan and Security Agreement (Seres Therapeutics, Inc.)
All Advances. On each Advance Date:
(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), each duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request.
(b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.
(c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For the avoidance of doubt, Borrower shall have paid the fee set forth in Section 2.9 if and as required.
(di) With respect to any the Tranche III Term Loan 2 Advance, Borrower shall have paid to Lender concurrently with such Advance pay the Tranche III 2 Facility Charge and (ii) with respect to the Tranche 3 Advance, Borrower shall concurrently with such Advance pay the Tranche 3 Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance.
(e) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 4.3 and as to the matters set forth in the Advance Request.
Appears in 1 contract
All Advances. On each Advance Date:
(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), each duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request.
(b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.
(c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For the avoidance of doubt.
(d) with respect to any Tranche 2 Advance, Borrower shall have paid the fee set forth in Section 2.9 if and as requiredTranche 2 Facility Charge.
(de) With with respect to any Tranche III Term Loan 3 Advance, Borrower shall have paid to Lender the Tranche III 3 Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance.
(ef) with respect to any Tranche 4 Advance, the Loan Parties shall have paid the Tranche 4 Facility Charge.
(g) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.
Appears in 1 contract
Samples: Loan and Security Agreement (Viridian Therapeutics, Inc.\DE)
All Advances. On or prior to each Advance Date:
(a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(b), each duly executed by a Borrower’s Chief Executive Officer, Chief Financial Officer or Chief Financial Officer, any other duly authorized officer or director and (ii) any other documents Agent may reasonably request.;
(b) The the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.;
(c) Borrower the Loan Parties shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing. For ;
(d) the avoidance Agent shall have received executed copies of doubt, Borrower the Account Control Agreements (other than as permitted pursuant to Schedule 7.24 of the Disclosure Letter);
(e) the Loan Parties shall have paid the fee set forth in Section 2.9 if and as required.Facility Charge;
(df) With respect to any Tranche III Term Loan Advance, Borrower shall have paid to Lender the Tranche III Facility Charge, which amount may be deducted from such Tranche III Term Loan Advance.[Reserved];
(eg) Each Advance Request shall be deemed to constitute a representation and warranty by such Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.
Appears in 1 contract
Samples: Loan and Security Agreement (Axovant Sciences Ltd.)