Conditions Precedent to this Agreement. 4.1.1 This entire Agreement, save for the provisions of this clause 4.1 and of clauses 1, 2 and 5 which shall be of immediate force and effect, is subject to the fulfilment of the following conditions precedent on or before 30 April 2005, or such later date as the Lender and the Borrower may agree in writing on or before that date, that:
4.1.1.1 the Lender shall have notified the Borrower in writing in accordance with clause 13.2 of the CTA that the Conditions Precedent referred to in clause 13.1 of the CTA is also considered to have been fulfilled or waived in respect of this Agreement;
4.1.1.2 the Guarantee Agreement shall have been executed by DRDGOLD, in a form and in substance acceptable to the Lender and Investec Bank (which acceptability shall be conveyed by the execution of the Guarantee Agreement by the Lender and Investec Bank) and delivered to the Lender;
4.1.1.3 the Lender shall have notified the Borrower in writing that the Lender is satisfied in its sole discretion that the Guarantee Agreement is in force and effect and has become unconditional in accordance with its terms;
4.1.1.4 DRDGOLD shall have delivered to the Lender and Investec Bank written proof, in a form and in substance satisfactory to each of the Lender and Investec Bank in its sole discretion, that the board of directors of DRDGOLD have authorised the conclusion of the Guarantee Agreement on the terms and conditions set out therein and have authorised a person or persons to sign the Guarantee Agreement on its behalf;
4.1.1.5 the Lender shall have notified the Borrower in writing that each of the Lender and Investec Bank is satisfied in its sole discretion that DRDGOLD has received all Authorisations (if any) necessary and required as at the Effective Date (including, without limitation, the approval of the Exchange Control Department of the South African Reserve Bank) in each case:
4.1.1.5.1 to render the Guarantee Agreement legal, valid, binding and enforceable;
4.1.1.5.2 to enable DRDGOLD lawfully to enter into, perform and comply with its obligations under the Guarantee Agreement, and that copies of all such Authorisations, certified as true copies by an authorised officer of DRDGOLD, shall have been delivered to the Lender and Investec Bank;
4.1.1.6 the Lender shall have approved the identity of the first Target in respect of which the Borrower wishes to borrow an Advance hereunder in order to fund the acquisition by the Borrower of shares or some other form of ownership in...
Conditions Precedent to this Agreement. The obligation of the Lenders to make the Facility available to the Borrower under this Agreement shall be expressly subject to the following conditions precedent:
Conditions Precedent to this Agreement. This Agreement shall become effective once the Administrative Agent shall have received, prior to or concurrently with the making the initial Advance hereunder, the following, each in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders:
(a) each of the Facility Documents (other than the Backup Servicing Agreement), duly executed and delivered by the parties thereto, which shall each be in full force and effect;
(b) true and complete copies of the Constituent Documents of the Borrower, the Parent, the Servicer, each Seller and the Sponsor as in effect on the Closing Date;
(c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement;
(d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action required under its Constituent Documents to approve the entering into by the Borrower of this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), (iv) that no Unmatured Event of Default, Event of Default or Accelerated Amortization Event has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;
(e) a certificate of a Responsible Officer of the Parent certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action required under its Constituent Documents to approve the Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as o...
Conditions Precedent to this Agreement. The obligation of the Lender to enter into this Agreement is subject to the receipt by the Lender of the following documents in form and substance reasonably satisfactory to the Lender and its counsel:
(a) a signed copy of this Loan Agreement, duly executed and delivered by the Borrowers;
(b) copies of the certificate of incorporation and by-laws of each Borrower and resolutions of the Board of Directors of each Borrower authorizing the transactions contemplated by this Agreement, certified to by the Secretary or an Assistant Secretary of each Borrower;
(c) a certificate as to the incumbency of the officers of each Borrower signing the Loan Documents;
(d) a good standing certificate from the jurisdiction of organization of each Borrower;
(e) an opinion of counsel to the Borrowers substantially in the form of Exhibit B attached hereto;
(f) a written notice from the Borrowers requesting a Term Loan borrowing in the amount of $2,000,000 and specifying a Borrowing Date of one (1) Business Day after the Closing Date;
(g) a certificate of the Borrowers (executed on behalf of each Borrower by its Chairman, President or one of its Vice Presidents) certifying that as of date of this Agreement (i) no Default or Event of Default has occurred and is continuing; and (ii) the representations and warranties made by the Borrowers in this Agreement and in any other Loan Document are true in all respects (or, as to such representations and warranties that are not subject to a materiality qualification, in all material respects) as of the date of this Agreement, except to the extent that such representations and warranties expressly relate solely to a specified date, then as of such specified date; and
(h) copies of consents to the incurrence of Indebtedness pursuant to the Term Loan from the required lenders who are parties to the Working Capital Loan Agreements and Ableco Finance LLC as the lender under the Ableco Loan Agreements in each case in form and substance reasonably acceptable to the Lender.
Conditions Precedent to this Agreement. If the Closing of the Merger does not occur for any reason, this Agreement shall be deemed null and void ab initio and of no force and effect, and the Employment Agreement shall be reinstated effective immediately.
Conditions Precedent to this Agreement. The effectiveness of this Agreement against Agent and Lenders is conditioned upon the satisfaction of the following conditions precedent. The determination as to whether each condition has been satisfied may be made in Agent’s sole option and sole discretion.
(a) Approval of the Budget by Agent, together with all financial information and projections regarding Loan Parties requested by Agent, all in form and substance satisfactory to Agent.
(b) Demonstration to Agent by Loan Parties of Availability under the Revolving Credit Agreement of not less than $4,500,000.
(c) This Agreement shall have been executed and delivered by Agent, Lenders and Loan Parties.
(d) Loan Parties shall pay (or if not paid on the date hereof, within two (2) Business Days) all reasonable fees and expenses incurred by Agent and Lenders in connection with this Agreement and the other Loan Documents, including, but not limited to, the reasonable fees and expenses of Agent’s and Lenders’ counsel.
(e) Revolving Agent and the lenders under the Revolving Loan Documents shall have consented to this Agreement and consummated a forbearance agreement and amendment to the Revolving Loan Documents, in form and substance satisfactory to Agent.
(f) With the exception of the Existing Defaults, no other Event of Default shall have occurred or be continuing under the Credit Agreement.
Conditions Precedent to this Agreement. 4.1 This Agreement (except clauses 1 to 3, this clause 4 and clauses 10 to 15, all inclusive (Surviving Clauses)) is subject to the fulfilment, or waiver, of the conditions precedent (save for any condition which requires this Agreement to become unconditional) to the Transaction Agreement.
4.2 If the conditions precedent are not fulfilled, or where applicable, extended or waived, on or prior to the dates stipulated for such fulfilment, the provisions of this Agreement, except the Surviving Clauses, will never become effective.
Conditions Precedent to this Agreement. Xxxxxx’s obligation to release its liens on the Sold Properties and enter into this Agreement is subject to the following conditions precedent, with all documents, instruments, opinions, reports and other items required under this Agreement to be in form and substance satisfactory to Lender:
(a) All requisite corporate action and proceedings in connection with this Agreement and the other Loan Documents shall be satisfactory in form and substance to the Lender, and the Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which the Lender may have requested in connection therewith, such documents where requested by the Lender or its counsel to be certified by appropriate corporate officers, members, managers or governmental authorities. 37867101.2 01/05/2021 - 6 -
(b) Borrowers shall have duly executed by the appropriate parties and delivered to Lender in form and substance reasonably satisfactory to Lender an Amended and Restated Promissory Note.
(c) 4Front Ventures shall have duly executed by the appropriate parties and delivered to Lender in form and substance reasonably satisfactory to Lender a Warrant Certificate granting Lender up to Ten Million and 00/100 ($10,000,000) in warrants at the market price as of the Effective Date.
(d) Each Grantor shall have duly executed by the appropriate party and delivered to Lender in form and substance reasonably satisfactory to Lender any and all documents and other instruments, including but not limited to additional security agreements, pledge agreements, trademark security agreements, mortgages, deeds of trust and certificates granting Lender a first position security interest in any and all assets now owned or hereafter acquired by Grantors, including, but not limited to the Collateral, all within thirty (30) days of the Effective Date.
(e) The obligations on the GGP Loans shall have been discharged and GGP shall have terminated and released any and all interest in the GGP Collateral.
(f) The Lender Director shall be appointed to the Board of Directors of 4Front Ventures on or before December 21, 2020.
(g) Grantors shall have provided Lender with a certified copy of all Governing Documents, together with a certified copy of resolutions properly adopted by the members of the Borrower and Grantor, under which the members authorized the execution and delivery of this Agreement, the Note, the Security Instruments and any other Loan D...
Conditions Precedent to this Agreement. This Agreement shall be conditioned upon, and shall be effective only upon, the occurrence of all of the following events:
1.1 This Agreement must be signed by all of the Parties.
1.2 The Court must grant a dismissal of the Civil Action which incorporates the Agreement for the purpose of retaining jurisdiction for the future enforcement pursuant to Xxxxxxxx v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 381-82 (1994).
Conditions Precedent to this Agreement. The effectiveness of the amendments contained in Section 2 hereof is subject to the following:
(a) The Administrative Agent shall have received counterparts of this Agreement from the Loan Parties and the Majority Lenders.
(i) All fees and expenses incurred prior to the Amendment Effective Date due and owing to Linklaters LLP, Opportune LLP and Xxxxxx & Xxxxxx LLP and (ii) all out of pocket fees and expenses incurred by any Lender prior to the Amendment Effective Date which are due and owing pursuant to the Amended Limited Waiver, the First Amendment, the Second Amendment or this Agreement, in each case invoiced prior to the Amendment Effective Date, shall have been paid or reimbursed by the Borrower.
(c) No Default (other than the Prospective Defaults), Event of Default (other than the Prospective Defaults) or Borrowing Base Deficiency shall exist immediately prior to or after giving effect to this Agreement. The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of this Agreement, and such notice shall be conclusive and binding.
