Conditions Precedent to all Term Loans. The obligation of each Lender to extend each 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 C 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) No Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; and
(e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.4 hereof.
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 (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto;
(b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and 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) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist;
(e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension made by such Lender after the Effective Date; and
(f) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.
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 C 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) for any advances of Term B Loans, immediately before and after giving effect to drawing the Term B Loans in an amount equal to the aggregate Term B Loan Commitments in full, Borrower shall be in pro forma compliance with Section 7.13 hereof;
(e) for any advances of Term C Loans, immediately before and after giving effect to drawing the Term B Loans in an amount equal to the aggregate Term C Loan Commitments in full, Borrower shall be in pro forma compliance with Section 7.13 hereof;
(f) No Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; and
(g) payment of the fees and Lenders’ Expenses then due as specified in Section 2.4 hereof.
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. 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 Term A Loans, 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, provided that those representations and warranties expressly referring to another date shall be true as of such specified date; (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 Borrower confirming each of the foregoing;
(b) Agent shall have received a Disbursement Letter with respect to the proceeds to be made available under the Term Loan;
(c) in such Lender’s reasonable discretion, there has not been any event or development which has had or could reasonably be expected to have a Material Adverse Effect or any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent; and
(d) with respect to the Term B Loans, Agent shall have received from Borrower a Solvency Certificate, in form and substance reasonably satisfactory to the Agent, demonstrating that Borrower is Solvent, as defined below, immediately prior to and after giving effect to the funding of such Term B Loans.
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. 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.
Conditions Precedent to all Term Loans. The obligation of each Lender to make its Pro Rata Share of each Term Loan (including the initial Term Loan) is subject to delivery by Borrower of duly executed Term Loan Notes, each dated the date such Term Loan is made, payable to the order of each Lender and in amount equal to such Lender’s Pro Rata Share of such Term Loan.
Conditions Precedent to all Term Loans. Lender’s obligation to make any credit available under the Loan Documents is subject to the following conditions precedent:
