Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto;
(b) duly executed signatures to the Loan Documents;
(c) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(d) a secretary’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party;
(e) duly executed pdf signatures to the completed Borrowing Resolutions for Borrower;
(f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(g) the Perfection Certificate of Borrower, together with the duly executed signature thereto;
(h) except as to Excluded Sites, a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed signatures thereto;
(i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed pdf signature thereto;
(j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and
(k) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents;
(b) duly executed original signatures to the Control Agreements, if any;
(c) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto;
(e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto;
(f) a duly executed payoff letter from Comerica Bank;
(g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;
(i) a landlord’s consent in favor of Bank for Borrower’s Santa Xxxxxx location by the respective landlord thereof, together with the duly executed original signatures thereto;
(j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and
(k) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.
Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:
(a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable;
(b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries;
(c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage;
(d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank;
(e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date;
(f) a completed Perfection Certificate for Borrower and each of its Subsidiaries;
(g) the Annual Projections, for the current calendar year;
(h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders;
(i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters;
(k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date;
(l) evidence satisfactory to ...
Conditions Precedent to Initial Credit Extension. Bank's obligation to make the initial Credit Extension is subject to the condition precedent that it receive the agreements, documents and fees it requires.
Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term Loan is subject to the condition precedent that Collateral Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent, such documents, and completion of such other matters, as Collateral Agent may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed original signatures to the Loan Documents to which each Borrower is a party;
(b) duly executed original signatures to Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable;
(c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage;
(d) the certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank;
(e) the Operating Documents of Parent and a good standing certificate of Parent certified by the Registrar of Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(g) the Perfection Certificate for each Borrower;
(h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent;
(i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(j) a landlord’s consent executed in favor of Collateral Agent in respect of each Borrower’s leased location(s);
(k) a legal opinion of Borrowers’ counsel dated as of the Effective Date together with the duly executed original signatures thereto;
(l) duly executed original signatures to the Investment Letter;
(m) evidence satisfactory to Collateral Agent that the insurance policies required by Section 6.5 hereof are in full force and ...
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto;
(b) duly executed original signatures to the Loan Documents;
(c) duly executed original signatures to the Control Agreement(s);
(d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;
(e) duly executed original signatures to the completed Borrowing Resolutions for Borrower;
(f) certified copies, dated as of a recent date, of such financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;
(h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and
(i) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof.
Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:
(a) this Agreement;
(b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;
Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:
(a) this Agreement;
(b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;
(c) UCC National Form Financing Statement;
(d) an intellectual property security agreement;
(e) a warrant to purchase stock;
(f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;
(g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank;
(h) the WTI Intercreditor Agreement;
(i) agreement to furnish insurance;
(j) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof;
(k) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;
(l) current Compliance Certificate in accordance with Section 6.2;
(m) an audit of the Collateral, the results of which shall be satisfactory to Bank;
(n) a Collateral Information Certificate; and
(o) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:
(a) this Agreement, duly executed by Borrower;
(b) the Pricing Addendum, duly executed by Borrower;
(c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable;
(d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party;
(e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable;
(f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower;
(g) agreement to furnish insurance;
(h) payment of the fees and Bank Expenses then due specified in Section 2.5;
(i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;
(j) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;
(k) current Compliance Certificate in accordance with Section 6.2;
(l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012;
(m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable;
(n) an Automatic Debit Authorization, duly executed by Borrower; and
(o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) the Loan Documents;
(b) the Warrant;
(c) the SVB Control Agreement and any other Control Agreement required by Bank;
(d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(e) the completed and executed Borrowing Resolutions for Borrower;
(f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;
(g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;
(h) a copy of its Investors’ Rights Agreement and any amendments thereto;
(i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;
(j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and
(k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement.
