Conditions Precedent to Drawdown. The obligation of the Lender to make a Loan (including the initial Loan to be disbursed within one Business Day after the Closing Date) is subject to the satisfaction of the following conditions:
(A) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Lender has received a written Borrowing Request in accordance with the requirements hereof and the requested Loan is made in accordance with the Rolling Forecast in effect at such time;
(B) the representations of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of the date of such Loan is made (or, in the case of any such representation expressly stated to have been made as of a specific date, as of such specific date);
(C) no Default has occurred and is continuing or would result from the making of such Loan or from the application of proceeds thereof;
(D) no Disruption Event is continuing;
(E) no Change of Control has occurred;
(F) other than with respect to the initial Loan to be disbursed within one Business Day after the Closing Date, the Indebtedness under the NQ Facility and the Hercules Facility has been repaid in full, the commitments (if any) in respect thereof have been terminated and all guarantees and security therefor have been released (and the Borrower has delivered to the Lender documentation in form and substance satisfactory to the Lender evidencing such repayment, termination and release); and
(G) the Lender has not reasonably determined in good faith that it is unlawful under applicable law, and no Governmental Authority has asserted that it is unlawful under applicable law, for the Lender to make, maintain or fund the Loans, and no Governmental Authority has imposed material restrictions on the authority of the Lender to make, maintain or fund the Loans. Each Drawdown Notice by the Borrower and the making of each Loan is deemed to constitute a representation by the Borrower on and as of the date of the applicable Loan as to the matters specified in Sections 4.2(B) and 4.2(C).
Conditions Precedent to Drawdown. Date Before any Lender shall have any obligation to advance the Loan under the Facility the Borrower shall deliver or cause to be delivered to or to the order of the Agent all of the documents and other evidence listed in Part II of Schedule 2.
Conditions Precedent to Drawdown. The obligation of the Bank to make the Loan hereunder is subject to the fulfillment of the following conditions precedent, as determined by the Bank:
Conditions Precedent to Drawdown. The obligation of the Lenders to make each Drawdown under the Credit Facility shall be subject to satisfaction of the following conditions precedent on or before the relevant Drawdown Date:
(a) the Agent shall have received a Notice of Drawdown in respect of such Drawdown in accordance with Section 2.4;
(b) on the relevant Drawdown Date, no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall occur as a result of the making of such Drawdown;
(c) on the relevant Drawdown Date, all the representations and warranties of the Borrower and the Restricted Subsidiaries in Section 7.1 are true and correct as though made on such date (and for such purposes the reference to the Effective Date in the first and second lines of Section 7.1 shall not apply);
(d) since the date of the most recent Financial Statements delivered to the Agent, no event, act or condition has occurred that would have a Material Adverse Effect; and
(e) the Borrower cannot request such Drawdown unless, after the making of such Drawdown, the Borrower shall be in compliance with the negative pledges contained in the Public Indentures.
Conditions Precedent to Drawdown. In addition to the Conditions Precedent to drawdown, contained in the Appendix, the Bank shall not be obliged to allow any drawdown of the above facilities unless at the time of so doing, it is satisfied that:
Conditions Precedent to Drawdown. The Bank will not be obliged to perform its obligations under this Offer Letter, unless at the time of so doing it is, in its absolute discretion satisfied that:
(i) Security/drawdown requirements as outlined herein, have been completed and executed in a form, or manner and content acceptable to the Bank and its legal advisers.
(ii) No material adverse change has occurred in the Borrower’s business, undertaking, assets or financial condition since the date of its latest Annual Accounts as provided to the Bank.
(iii) That the Offer Letter has been duly executed by the Borrower(s).
(iv) The borrower has fulfilled all of the Bank of Ireland’s requirements regarding the opening and operating of Accounts including any requirements concerning the prevention of money laundering as contained within the provisions of the Criminal Justice Xxx 0000 and in compliance with the Anti Money Laundering (AML) identification documentation and Personal Customer Identification Forms (PCIF) requirements.
Conditions Precedent to Drawdown. Date The Borrowers are not entitled to have the Loan advanced unless the Agent has received all of the documents and other evidence listed in Part II of Schedule 2.
Conditions Precedent to Drawdown. The Lenders’ obligation to provide Advances under the Credit Facilities will be subject to the following conditions precedent being met, unless waived in writing by the Lenders:
Conditions Precedent to Drawdown. Upon satisfaction of all of the following conditions, the Lenders will provide the Loan Fund through the Agent Bank according to applicable Contribution Ratio pursuant to Article 8.1 of this Agreement.
(1) The Agent Bank receives an original of the Drawdown Notice issued by the Borrower under Article 4.1 of this Agreement no later than 11:00 (Beijing time) on the morning of the 7th Business Day prior to the expected Drawdown Date provided in the Drawdown Notice.
(2) All of the presentations of the Borrower in Article 12 of this Agreement are true and accurate as of the date of the Drawdown Notice, and remain true and accurate as of the expected Drawdown Date provided in the Drawdown Notice.
(3) The Borrower has provided a document affixed with its common seal evidencing that it has performed the obligations in Article 13.1.7 of this Agreement as of the date of the Drawdown Notice and the expected Drawdown Date provided in the Drawdown Notice.
(4) Subject to Article 13.1.9, the Borrower will perform all of its warranties before issuing the Drawdown Notice, for which the Guarantor will issue a letter of guaranty.
Conditions Precedent to Drawdown. If the Provider fails to submit any documentation required under, or otherwise comply with or satisfy, any Condition Precedent to Drawdown, MSD may (at its sole discretion) withhold payment of any Upfront Development Cost Funding.
