Common use of CONDITIONS PRECEDENT AND AVAILABILITY Clause in Contracts

CONDITIONS PRECEDENT AND AVAILABILITY. The right of the Company to make any Drawing or Drawings under the Term Loan, and the obligations of the Board to make available the same shall be subject to the following conditions precedent, that is to say: (a) There shall not exist at or prior to any Drawing, any Event of Default or any condition, event or act which, with the giving of notice or lapse of time, or both, would constitute such an Event of Default. (b) All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be true and correct with the same effect as though made on the date on which the Drawing is to be made. (c) The Board shall have received, in form and substance satisfactory to the Board, the following: (i) A copy of the Memorandum and Articles of Association of the Company duly certified by a Director and the Secretary of the Company to be a true copy thereof; (ii) A copy, certified by a Director and Secretary of the Company, of the resolution of the Board of Directors of the Company, which is in full force and effect, approving the terms and conditions contained in this Agreement and authorizing a person or persons to sign this Agreement and any other document to be given to the Board from time to time by the Company; (iii) Specimen signatures of the persons authorized to sign this Agreement on behalf of the Company, and to sign the notices of Drawing and any other document to be given from time to time by the Company, such specimens to be certified by a Director or the Secretary of the Company to be the true signatures of such persons respectively, and (iv) The Guarantee(s) relating to the particular Drawing to be made and duly executed. (d) All acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement and the Guarantee(s) and to constitute this Agreement and the Guarantee(s) legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws. (e) There is no breach by the Company of any of the terms, conditions and undertakings herein contained.

CONDITIONS PRECEDENT AND AVAILABILITY. The right of the Company to make any Drawing or Drawings under the Term Loan, and the obligations of the Board to make available the same shall be subject to the following conditions precedent, that is to say:say:- (a) There shall not exist at or prior to any Drawing, any Event of Default or any condition, event or act which, with the giving of notice or lapse of time, or both, would constitute such an Event of Default. (b) All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be true and correct with the same effect as though made on the date on which the Drawing is to be made. (c) The Board shall have received, in form and substance satisfactory to the Board, the following:following:- (i) A copy of the Memorandum and Articles of Association of the Company duly certified by a Director and the Secretary of the Company to be a true copy thereof; (ii) A copy, certified by a Director and Secretary of the Company, of the resolution of the Board of Directors of the Company, which is in full force and effect, approving the terms and conditions contained in this Agreement and authorizing authorising a person or persons to sign this Agreement and any other document to be given to the Board from time to time by the Company; (iii) Specimen signatures of the persons authorized authorised to sign this Agreement on behalf of the Company, and to sign the notices of Drawing and any other document to be given from time to time by the Company, such specimens to be certified by a Director or the Secretary of the Company to be the true signatures of such persons respectively, ; and (iv) The Guarantee(s) relating to the particular Drawing to be made and duly executed. (d) All acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement and the Guarantee(s) and to constitute this Agreement and the Guarantee(s) legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws. (e) There is no breach by the Company of any of the terms, conditions and undertakings herein contained.

CONDITIONS PRECEDENT AND AVAILABILITY. The right of the Company to make any Drawing or Drawings under the Term Loan, and the obligations of the Board to make available the same shall be subject to the following conditions precedent, that is to say:say:- (a) There shall not exist at or prior to any Drawing, any Event of Default or any condition, event or act which, with the giving of notice or lapse of time, or both, would would, constitute such an Event of Default. (b) All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be true and correct with the same effect as though made on the date on which the Drawing is to be made. (c) The Board shall have received, in form and substance satisfactory to the Board, the following:following:- (i) A copy of the Memorandum and Articles of Association of the Company duly certified by a Director and the Secretary of the Company company to be a true copy thereof; (ii) A copy, certified by a Director and Secretary of the Company, of the resolution of the Board of Directors of the Company, which is in full force and effect, approving the terms and conditions contained in this Agreement and authorizing authorising a person or persons to sign this Agreement and any other document to be given to the Board from time to time by the Company; (iii) Specimen signatures of the persons authorized authorised to sign this Agreement on behalf of the Company, and to sign the notices of Drawing and any other document to be given from time to time by the Company, such specimens to be certified by be a Director or the Secretary of the Company to be the true signatures of such persons respectively, ; and (iv) The Guarantee(s) Guarantee relating to the particular Drawing Term Loan to be made and duly executed. (d) All acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement and the Guarantee(s) Guarantee and to constitute this Agreement and the Guarantee(s) Guarantee legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws. (e) There is no breach by the Company of any of the terms, conditions and undertakings herein contained.

CONDITIONS PRECEDENT AND AVAILABILITY. 3.1 The right of the Company shall only be allowed to make any Drawing or Drawings under the Term LoanLoan Facility, and the obligations of the Board to make available the same shall be subject to the following conditions precedentprecedent to be fulfilled, that is to sayobserved, performed and/or discharged by the Company, namely: (a) There there shall not exist at or prior the date of the Drawing to any Drawingbe made, any Event of Default or any conditionDefault, event or act which, with the giving of notice or lapse of time, or both, would constitute such an Event of Default.which is continuing; (b) All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be all Repeating Representations are true and correct with the same effect as though made accurate in all material respects on the date of the Written Notice and on which the date of the Drawing is by reference to be made.the facts and circumstances then subsisting; (c) The Board shall have receivedon or prior to the delivery of the first Written Notice, the Company has effected, executed and/or provided, in form and a form, manner or substance satisfactory that is to the Board’s satisfaction, the followingfollowing documents: (i) A two original copies of a certificate of a director or the secretary of the Company and the Guarantor (as the case may be), in each case (A) attaching a copy of the Memorandum and Articles of Association constitutional documents of the Company duly certified by a Director or the Guarantor (as the case may be) and the Secretary statutory registers of the Company Guarantor and (B) certifying such documents to be a true copy thereof; (ii) A copy, certified by a Director and Secretary copy of a certificate of good standing of the CompanyGuarantor as issued by the Registrar of Companies in the Cayman Islands and dated within 30 days of the date of this Agreement; (iii) two original copies of a certificate of a director or the secretary of the Company and the Guarantor (as the case may be), in each case, (A) attaching a copy or extract of the resolution of the Board board of Directors directors of the Company, Company or the Guarantor (as the case may be) which is in full force and effect, approving the terms and conditions contained in this Agreement the Finance Documents to which it is a party and authorizing authorising a person or persons to sign this Agreement the Finance Documents to which it is a party and any other document to be given to the Board from time to time by the CompanyCompany or the Guarantor (as the case may be) and (B) certifying such documents to be a true copy thereof; (iiiiv) Specimen two original copies of a certificate of a director or the secretary of the Company and the Guarantor (as the case may be), in each case, (A) attaching a copy of the specimen signatures of the persons authorized Authorised Officers authorised to sign this Agreement the Finance Documents on behalf of each of the CompanyCompany or the Guarantor (as the case may be), and to sign (in the notices case of Drawing the Company) the Written Notice and (in all cases) any other document to be given from time to time by the Company, Company or the Guarantor (as the case may be) and (B) certifying such specimens to be certified by a Director or the Secretary of the Company to be the true signatures of such persons respectively; (v) two original copies of the duly executed and dated Security Documents (other than the Charge over Equipment, the Mortgage and the Charge over Property All Risk Insurance Amounts) and Subordination Deed; (vi) two original copies of the Mortgage duly executed and to be held in documentary escrow with Xxxxx & Xxxxxxxx LLP (as the Board’s Counsel) and released by Xxxxx & Xxxxxxxx LLP, in each case, in accordance with the terms of the Assignment of Building Agreement; (vii) two original copies of the Charge over Property All Risk Insurance Amounts duly executed and to be held in documentary escrow with Xxxxx & Xxxxxxxx LLP (“Documentary Escrow”). For the avoidance of doubt, there shall be no monetary escrow. The signed signature page of the Company to the Charge over Property All Risk Insurance Amounts is to be released on the instructions from the Company to Xxxxx & Xxxxxxxx LLP for the purposes of satisfying its obligations under Clause 14.17 (Charge over Property All Risk Insurance Amounts); (viii) an agreed form of the Charge over Equipment subject to finalization of the details of the relevant Acceptable Fixed Productive Assets to be referenced therein and two original copies of the signed signature pages of the Charge over Equipment to be held in Documentary Escrow. For the avoidance of doubt, there shall be no monetary escrow. The signed signature page of the Company to the Charge over Equipment is to be released on the instructions from the Company to Xxxxx & Xxxxxxxx LLP for the purposes of satisfying its obligations under Clause 14.13(a) (Charge over Equipment); (ix) two original copies of all notices signed by the Company, all as required by the relevant Security Document (other than the Charge over Equipment, the Mortgage and the Charge over Property All Risk Insurance Amounts); (x) two original copies of a certificate of a director or the secretary of the Company attaching a copy of the Building Agreement and certifying such document to be a true copy thereof; (xi) a copy of evidence that all consents required from the Head Lessor in respect of the creation of Security under the Assignment of Building Agreement and the Mortgage have been obtained; (xii) a copy of the results of title searches and replies to customary legal requisitions on the Property, in such form as may be satisfactory to Xxxxx & Xxxxxxxx LLP as the legal advisor to the Lender; (xiii) a satisfactory report on title of the Property to be issued by Xxxxx & Xxxxxxxx LLP as the legal advisor to the Lender; (xiv) the agreed form statements of particulars of charge under each Security Document and an original copy of the letter of authorisation of the Company addressed to Xxxxx & Xxxxxxxx LLP for the filing of such statements of particulars of charge with the Accounting and Corporate Regulatory Authority of Singapore; (xv) a copy of the legal opinion of the following advisers to the Lender: (A) Xxxxx & Xxxxxxxx LLP as to the law of Singapore; and (B) Walkers (Singapore) Limited Liability Partnership as to Cayman Islands law; and (xvi) a copy of the evidence that any process agent referred to under the Subordination Deed has accepted its appointment; and (d) in respect of the first Drawing for the purposes of reimbursing costs and expenses referred to in Clause 4.1 (Purpose of the Term Loan Facility) below, on or prior to the delivery of the Written Notice for such Drawing, the Company has effected, executed and/or provided, in a form, manner or substance that is to the Board’s satisfaction, the following documents: (i) two original copies of a certificate of a director or the secretary of the Company attaching a copy of the Main Construction Contract and certifying such document to be a true copy thereof; (ii) a copy of (A) the provisional permission to carry out the Project to be granted by the Chief Planner of the Urban Redevelopment Authority of Singapore to the Company pursuant to Section 17 of the Planning Act, Chapter 232 of Singapore or (B) the written permission to carry out the Project to be granted by the Chief Planner of the Urban Redevelopment Authority of Singapore (and its successors) to the Company pursuant to Section 14(4)(a) of the Planning Act, Chapter 232 of Singapore; (iii) a copy of the building plan approval to be granted by the Commissioner of Building Control to the Company pursuant to Section 5 or Section 5A of the Building Control Act, Chapter 29 of Singapore; and (iv) a copy of the permit to commence work in respect of the Project granted by the Commissioner of Building Control. 3.2 The Guarantee(sCompany has populated a schedule of project milestones and forecast drawdowns in the form set out in Appendix V (Schedule of Project Milestones and Drawing) relating (a “Schedule of Project Milestones and Drawings”) and such schedule provides that the Company may not make more than one Drawing in a three month period. 3.3 Prior to the particular Drawing to be made and duly executed. (d) All actsdate of this Loan Agreement, conditions and things required to be done and performed and to have happened precedent the Company delivered to the execution and delivery of this Agreement and Board the Guarantee(s) and to constitute this Agreement and the Guarantee(s) legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws. (e) There is no breach by the Company of any of the terms, conditions and undertakings herein contained.following Financial Statements:

CONDITIONS PRECEDENT AND AVAILABILITY. The right of the Company to make any Drawing or Drawings under the Term Loan, and the obligations of the Board to make available the same shall be subject to the following conditions precedent, that is to say: (a) There shall not exist at or prior to any Drawing, any Event of Default or any condition, event or act which, with the giving of notice or lapse of time, or both, would constitute such an Event of Default. (b) All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be true and correct with the same effect as though made on the date on which the Drawing is to be made. (c) The Board shall have received, in form and substance satisfactory to the Board, the following:following:- (i) A copy of the Memorandum and Articles of Association of the Company duly certified by a Director and the Secretary of the Company to be a true copy thereof; (ii) A copy, certified by a Director and Secretary of the Company, of the resolution of the Board of Directors of the Company, which is in full force and effect, approving the terms and conditions contained in this Agreement and authorizing authorising a person or persons to sign this Agreement and any other document to be given to the Board from time to time by the Company; (iii) Specimen signatures of the persons authorized authorised to sign this Agreement on behalf of the Company, and to sign the notices of Drawing and any other document to be given from time to time by the Company, such specimens to be certified by a Director or the Secretary of the Company to be the true signatures of such persons respectively, ; and (iv) The Guarantee(s) Guarantee relating to the particular Drawing Term Loan to be made and duly executed. (d) All acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement and the Guarantee(s) Guarantee and to constitute this Agreement and the Guarantee(s) Guarantee legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws. (e) There is no breach by the Company of any of the terms, conditions and undertakings herein contained.

CONDITIONS PRECEDENT AND AVAILABILITY. The right of the Company shall only be allowed to make any a single Drawing or Drawings under the Term LoanLoan Facility, and the obligations of the Board to make available the same shall be subject only to the following conditions precedentprecedent to be fulfilled, that is to sayobserved, performed and/or discharged by the Company: (a) There shall not exist at on the date of the Written Notice and the proposed Drawdown Date, no Default is continuing or prior to any Drawing, any Event of Default or any condition, event or act which, with would result from the giving of notice or lapse of time, or both, would constitute such an Event of Default.proposed Loan; (b) All representationson the date of the Written Notice and the proposed Drawdown Date, all representations and warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company in Clause 13 shall be true and correct with in all material respects as of that date or as at the same effect as though made on the earlier date on (if any) at which the Drawing it is to be made.stated; (c) The Board shall have receivedbefore the submission of the Written Notice, the Company has provided the following documents in form and substance satisfactory to the Board, the following:Board (acting reasonably): (i) A a copy of the Memorandum and Articles certificate of Association incorporation of the Company duly certified by a Director the Secretary of State of the State of Delaware and any bylaws of the Company, in each case duly certified by the Secretary of the Company to be a true copy thereof; (ii) A a copy of a good standing certificate of the Company duly certified by the Secretary of State of the State of Delaware, dated a date reasonably close to the proposed Drawdown Date; (iii) a copy, certified true by a Director and the Secretary of the Company, of the resolution of the Board board of Directors directors of the Company and any other resolutions required by Arcturus Manufacturing Support Agreement (exe) applicable law or pursuant to the Company’s organizational documents, each of, which is in full force and effect, : (A) approving the terms and conditions contained in this Agreement in, and authorizing the transactions contemplated by, the Transaction Documents and resolving that it execute those Transaction Documents; and (B) authorising a person or persons to sign this Agreement the Transaction Documents and any other document (including the Written Notice) to be given to the Board from time to time by the Company; (iiiiv) Specimen specimen signatures of the persons authorized authorised to sign this Agreement the Transaction Documents on behalf of the Company, and to sign the notices of Drawing Written Notice and any other document to be given from time to time by the Company, such specimens specimen signatures to be certified by a Director or the Secretary of the Company to be the true signatures of such persons respectively, and; (v) a certificate of the Company (signed by a responsible officer) certifying that (A) each document specified in this Clause 3(c)(i) to (iv) The Guarantee(sis correct, complete and in full force and effect as at the proposed Drawdown Date and (B) relating all of the conditions set forth in this Section 3 have been fulfilled; (vi) the Security Agreement duly executed by the parties thereto; (vii) the [***] duly executed by the parties thereto; (viii) a solvency certificate duly executed and delivered by the chief financial or accounting responsible officer of the Company in form and substance reasonably satisfactory to the particular Drawing to be made and duly executed.Board; (dix) All acts, conditions a UCC-3 termination statement necessary to release all Security and things required to be done and performed and to have happened precedent other rights of any other person in any Charged Property pursuant to the Security Documents, together with such other termination statements as the Board may reasonably request from the Company, including in respect of the Western Alliance Agreement; (x) a legal opinion to the Board's reasonable satisfaction, dated on the date of this Agreement, provided by a legal practitioner qualified to opine on or behalf of the Company, that inter alia, under applicable law(s): (A) the Company is a validly existing corporation in good standing under the laws of the State of Delaware; (B) the Company has the corporate power to enter into the Transaction Documents and has duly authorized their execution and delivery delivery, together with the performance of this Agreement and the Guarantee(s) and to constitute this Agreement and the Guarantee(s) legal, valid and binding its obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws.thereunder; (eC) There such obligations are enforceable against the Company; (D) the execution, delivery and performance of the Transaction Documents will not violate the organizational documents of the Company, any applicable law, judgement or specified material agreements; Arcturus Manufacturing Support Agreement (exe) (E) no consent or approval is no breach required under applicable law for the execution, delivery and performance by the Company of any the Transaction Documents; (F) the Security Documents create a valid security interest in favour of the terms, conditions and undertakings herein containedBoard; and (G) the financing statements to be filed in connection therewith are effective to perfect such valid security interest.

CONDITIONS PRECEDENT AND AVAILABILITY. The right of the Company to make any Drawing or Drawings under the Term Loan, and the obligations of the Board to make available the same shall be subject to the following conditions precedent, that is to say:say:- (a) There shall not exist at or prior to any Drawing, any Event of Default or any condition, event or act which, with the giving of notice or lapse of time, or both, would would, constitute such an Event of Default. (b) All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be true and correct with the same effect as though made on the date on which the First Drawing is to be made. (c) The Board shall have received, in form and substance satisfactory to the Board, the following:following:- (i) A copy of the Memorandum and Articles of Association of the Company duly certified by a Director and the Secretary of the Company to be a true copy thereof; (ii) A copy, certified by a Director and Secretary of the Company, of the resolution of the Board board of Directors of the Company, which is in full force and effect, approving the terms and conditions contained in this Agreement and authorizing authorising a person or persons to sign this Agreement and any other document to be given to the Board from time to time by the Company; (iii) Specimen signatures of the persons authorized authorised to sign this Agreement on behalf of the Company, and to sign the notices of Drawing and any other document to be given from time to time by the Company, such specimens to be certified by be a Director or the Secretary of the Company to be the true signatures of such persons respectively, ; and (iv) The Guarantee(s) Guarantee relating to the particular Drawing Term Loan to be made and duly executed. (d) All acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement and the Guarantee(s) Guarantee and to constitute this Agreement and the Guarantee(s) Guarantee legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws. (e) There is no breach by the Company of any of the terms, conditions and undertakings herein contained.

CONDITIONS PRECEDENT AND AVAILABILITY. The right of the Company to make any Drawing or Drawings under the Term Loan, and the obligations of the Board to make available the same shall be subject to the following conditions precedent, that is to say:say:- (a) There shall not exist at or prior to any Drawing, any Event of Default or any condition, event or act which, with the giving of notice or lapse of time, or both, would constitute such an Event of Default. (b) All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be true and correct with the same effect as though made on the date on which the Drawing is to be made. (c) The Board shall have received, in form and substance satisfactory to the Board, the following:following:- (i) A copy of the Memorandum and Articles of Association of the Company duly certified by a Director and the Secretary of the Company to be a true copy thereof; (ii) A a copy, certified by a Director and Secretary of the Company, of the resolution of the Board of Directors of the Company, which is in full force and effect, approving the terms and conditions contained in this Agreement and authorizing authorising a person or persons to sign this Agreement and any other document to be given to the Board from time to time by the Company; (iii) Specimen specimen signatures of the persons authorized authorised to sign this Agreement on behalf of the Company, and to sign the notices of Drawing and any other document to be given from time to time by the Company, such specimens to be certified by a Director or the Secretary of the Company to be the true signatures of such persons respectively, ; and (iv) The Guarantee(s) the Guarantee relating to the particular each Drawing to be made and made, duly executed. (d) All all acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement and the Guarantee(s) Guarantee and to constitute this Agreement and the Guarantee(s) Guarantee legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in compliance with all applicable laws.; (e) There there is no breach by the Company of any of the terms, conditions and undertakings herein contained.