Conditions Precedent to all Term Loans Sample Clauses

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of an executed Loan Payment Request Form in the form of Exhibit D attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the Funding Date of each Term Loan and those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date (except, in each case, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (c) no Default or Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (d) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (e) a completed Perfection Certificate for each Loan Party and each of its Subsidiaries effective as of the Funding Date of each Term Loan; (f) with respect to any Term B Loan, Collateral Agent shall have received (i) evidence reasonably satisfactory to Collateral Agent that the Second Draw Conditions have been satisfied in full and (ii) duly executed original Tranche B Warrants in the form of Exhibit G, and in favor of each Lender according to its Commitment Percentage; (g) with respect to any Term C Loan, Collateral Agent shall have received (i) evidence reasonably satisfactory to Collateral Agent that the Third Draw Conditions have been satisfied in full and (ii) duly executed original Tranche C Warrants in the form of Exhibit G, and in favor of each Lender according to its Commitment Percentage; (h) payment of Lenders’ Expenses then due as specified in Section 2.4 hereof; and (i) such other agreements, instruments, approvals or other documents reasonably requested by Collateral Agent to create, perfect and establish the first priority of, or otherwise protect, any Lien purported to be covered by any Loan Document.

Conditions Precedent to all Term Loans. The obligation of Agent and the Lenders to make any Loan is subject to satisfaction (or waiver by the Agent) of the following conditions precedent: (a) (i) with respect to any Loan, the proceeds of which are or are intended to be used substantially concurrently to consummate the Specified Acquisition, no Event of Default under Section 7.1(a), (d) or (e) shall exist and be continuing and (ii) with respect to any other Loan, no Event of Default or Unmatured Event of Default shall exist or result from the incurrence of such Loan; (b) with respect to any Loan, the proceeds of which are not used to consummate the Specified Acquisition, immediately after giving effect to the incurrence of such Loan, the Borrower is in pro forma compliance with the Financial Covenants; (c) (i) with respect to any Loan, the proceeds of which are or are intended to be used substantially concurrently to consummate the Specified Acquisition, the Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of such Borrowing Date and (ii) with respect to any other Loan, all representations and warranties contained in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier therein) both immediately before and immediately after giving effect to such Loan (except to the extent any representation or warranty relates to an earlier date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date); and (d) with respect to any Loan, the proceeds of which are not used to consummate the Specified Acquisition, Agent shall have received a certificate duly executed by an officer of the Borrower, certifying as to the foregoing and, in the case of the foregoing clause (b), providing reasonably detailed calculations in respect thereof.

Conditions Precedent to all Term Loans. The obligation of any Lender to make any Term Loan after the Effective Date is subject to the fulfillment of each of the following conditions precedent:

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the Term A Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent and Lenders of an executed Loan Payment Request Form in the form of Exhibit C-1 attached hereto and a Disbursement Letter in the form of Exhibit C-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) with respect to the Term B Loan, the delivery by Borrower of originally-executed Tranche B Warrants and, if requested by a Lender, Secured Promissory Notes according to such Lender’s Term B Loan Commitment Percentage; (e) No Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; and (f) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. No Lender shall be obligated to make any Term Loan, including the Initial Term Loan, unless the following additional conditions have been satisfied: (a) (i) all representations and warranties in Section 5 below shall be true as of the date of such Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”), has occurred or begun, irrespective of any cure periods therefor, or will result from the making of any Term Loan, without the waiver of Lenders at their sole discretion, and (iii) Agent shall have received a certificate from a Proper Officer of Borrower confirming each of the foregoing; (b) Agent shall have received the redelivery or supplemental delivery of the items set forth in the following sections to the extent circumstances have changed since the Initial Term Loan: Sections 4.1(b), (e), (f), (g), (h), (i), (j), (l) and (o); (c) with respect to each Term Loan other than the Initial Term Loan, Agent shall have received evidence satisfactory to Agent that Borrower has, at the time of and after giving effect to such Term Loan, either (a) a Cash Burn Amount (defined below) that is greater than zero, or (b) unrestricted cash and Cash Equivalents (as defined below) as shown on the consolidated balance sheet of Borrower and its consolidated Subsidiaries (collectively, “Balance Sheet Cash”) in an amount equal to or greater than the product of (A) negative twelve (-12) times (B) the Cash Burn Amount (as defined below); and (d) Agent shall have received such other documents, agreements, instruments or information as Agent shall reasonably request.

Conditions Precedent to all Term Loans. No Lender shall be obligated to make any Term Loan, including the Initial Term Loan, unless the following additional conditions have been satisfied: (a) (i) all representations and warranties in Section 5 below shall be true as of the date of such Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing; (b) Agent shall have received the redelivery or supplemental delivery of the items set forth in the following sections: Section 4.1(b) (or a similar certificate of no change); Sections 4.1(e), (j) and (m) (each to the extent changed since last delivered to Agent), Section 4.1(f) (bring down searches showing changes since the date last run) and Sections 4.1(i) and (q); and (c) Agent shall have received such other documents, agreements, instruments or information as Agent shall reasonably request.

Conditions Precedent to all Term Loans. No Lender shall be obligated to make any Term Loan, including the Initial Term Loan, unless the following additional conditions have been satisfied: (a) (i) all representations and warranties in Section 5 below shall be true as of the date of such Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent and the Lenders shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing; (b) Agent shall have received the redelivery or supplemental delivery of the items set forth in the following sections to the extent circumstances have changed (i) with respect to the Second Term Loan, since the Closing Date, and (ii) with respect to the Third Term Loan, since the later of (A) the funding date of the Initial Term Loan or (B) the funding date of the Second Term Loan: Sections 4.1(b), (c) (to the extent requested by a Lender), (e), (f), (i), (j), (m) and (q); (c) a Warrant in favor of each Lender (or its affiliate or designee) in an amount equal to four percent (4%) of such Lender’s Pro Rata Share of the aggregate principal amount of the Term Loans being advanced on the funding date for each of the Second Term and the Third Term Loan, as applicable, which Warrant shall be issued in accordance with Section 2.9; (d) with respect to the Third Term Loan only, Borrower shall have provided evidence reasonably satisfactory to Agent and the Lenders that Borrower has received, after the Closing Date, at least $40,000,000 in unrestricted net cash proceeds from the sale and issuance of Borrower’s Series A-1 Preferred Stock, which sale and equity issuance shall be pursuant to, and in accordance with, the Series A-1 Purchase Agreement; and (e) Agent and the Lenders shall have received such other documents, agreements, instruments or information as Agent or any Lender shall reasonably request.

Conditions Precedent to all Term Loans. The obligation of the Lender Parties to provide any Term Loan is subject to the further conditions precedent that on the date of such Term Loan: (a) The representations and warranties contained in Article IV are correct on and as of the date of such Term Loan as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. (b) The Borrower has delivered to the Administrative Agent a certificate in the form of Exhibit F hereto, duly executed by a person authorized to request Term Loans on behalf of the Borrower. (c) No event has occurred and is continuing, or would result from such Term Loan, which constitutes a Default or an Event of Default.

Conditions Precedent to all Term Loans. The obligation of Lenders to make Term Loans is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Term Loan of each of the following conditions precedent: (a) all representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects (except where qualified by materiality, in which case such representations and warranties that are qualified by materiality shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the making of each such Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); and (b) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of such Term Loan and after giving effect thereto.