Conditions Precedent to Tranche D Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche D Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) each Lender’s receipt of the Tranche D Note, executed by Borrower, and the Collateral Agent’s and such Xxxxxx’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) the Collateral Agent’s receipt of a Secretary’s Certificate, or in the case of any Swiss Guarantor, a Director’s Certificate, in relation to each Credit Party, certifying either (i) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing the Tranche D Loan and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect, or (ii) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche D Loan, in form and substance reasonably satisfactory to the Collateral Agent; (d) concurrent with the funding of the Tranche D Loan, payment of the Tranche D Additional Consideration, which such payment shall be deducted from the proceeds of the Tranche D Loan; (e) concurrent with the funding of the Tranche D Loan, payment of any and all Lender Expenses then due as specified in Section 2.4 hereof, which such payment shall be deducted from the proceeds of the Tranche D Loan; (f) no prepayment of the Term Loans has been made;
Appears in 1 contract
Samples: Loan Agreement (NovoCure LTD)
Conditions Precedent to Tranche D Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche D Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: :
(a) each Lender’s receipt of the Tranche D Note, executed by Borrower, and the Collateral Agent’s and such Xxxxxxeach Lender’s receipt receipt, on the Tranche D Closing Date, of an updated Disclosure Letterthe Tranche D Note executed by Borrower, and, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date Date, a Disclosure Letter or Perfection Certificate updated in reasonable detail (provided, that in no event may the Disclosure Letter or the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)), in each case (x) dated as of the Tranche D Closing Date, (to be y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent); ;
(b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) the Collateral Agent’s receipt of a Secretary’s Certificate, or in the case of any Swiss Guarantor, a Director’s Certificate, Certificate in relation to each Credit Party, certifying either (i) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing dated the Tranche D Loan and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effectClosing Date, or (ii) certifying that attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche D Loan, in form and substance reasonably satisfactory to ;
(c) the Collateral Agent; Tranche C Closing Date shall have occurred;
(d) concurrent with the funding of the Tranche D Loan, payment of the Tranche D Additional Consideration, which such payment Approval Condition shall be deducted from the proceeds of the Tranche D Loan; have been satisfied;
(e) concurrent with the funding of the Tranche D Loan, payment of any and all Lender Expenses then due as specified in Section 2.4 hereofhereof and for which an invoice has been received by Borrower at least (1) Business Day prior, and payment of the Tranche D Additional Consideration in accordance with Section 2.7, which such payment payments shall be deducted from the proceeds of the Tranche D Loan; ;
(f) no prepayment of the principal amount of any Term Loans Loan has been made;made pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of any Term Loan pursuant to Section 8.1(a); and
(g) the Collateral Agent’s receipt of a certificate, dated the Tranche D Closing Date and signed by a Responsible Officer of Parent, confirming: (i) there is no Adverse Proceeding pending or, to the Knowledge of Parent, threatened in writing, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(a)(i) or Section 3.2(a) or Section 3.3(a) or Section 3.4(a), as applicable; and (ii) satisfaction of the conditions precedent set forth in this Section 3.4 and in Section 3.5, Section 3.6 and Section 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Samples: Loan Agreement (UroGen Pharma Ltd.)
Conditions Precedent to Tranche D Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche D Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: :
(a) each Lender’s receipt of the Tranche D Note, executed by Borrower, and the Collateral Agent’s and such Xxxxxxeach Lender’s receipt receipt, on the Tranche D Closing Date, of an updated Disclosure Letterthe Tranche D Note executed by Borrower, and, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date Date, an updated Disclosure Letter or Perfection Certificate (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), in each case (x) dated as of the Tranche D Closing Date, (to be y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent); ;
(cb) the Collateral Agent’s receipt of a Secretary’s Certificate, or in the case of any Swiss Guarantor, a Director’s Certificate, Certificate in relation to each Credit Party, dated the Tranche D Closing Date, certifying either (i) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing the Tranche D Loan Term Loans and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect;
(c) the first FDA approval of a BLA for CHS-201 (ranibizumab biosimilar) shall have been obtained, by or on behalf of Borrower, for the introduction or delivery for introduction into interstate commerce of CHS-201 (iiranibizumab biosimilar) that attached as Exhibit A in the United States prior to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing date on which Borrower requests the Tranche D Loan, in form and substance reasonably satisfactory Loan pursuant to the Collateral Agent; Section 3.7;
(d) concurrent with the funding of the Tranche D Loan, payment of the Tranche D Additional Consideration, which such payment shall be deducted from the proceeds of the Tranche D Loan; RESERVED;
(e) concurrent with the funding of the Tranche D Loan, payment of any and all Lender Expenses then due as specified in Section 2.4 hereof; and
(f) the Collateral Agent’s receipt of a certificate, which such payment shall be deducted from the proceeds of dated the Tranche D Loan; Closing Date and signed by a Responsible Officer of Borrower, confirming: (fi) there is no prepayment Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Term Loans has been made;Disclosure Letter delivered in accordance with Section 3.1(a)(i), Section 3.2(a) or Section 3.3(a), as applicable; and (ii) satisfaction of the conditions precedent set forth in this Section 3.4 and in Section 3.5, Section 3.6 and Section 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).
Appears in 1 contract
Conditions Precedent to Tranche D Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche D Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: :
(a) each Such Lender’s receipt of the Tranche D Note, executed by Borrower, and the Collateral Agent’s and such XxxxxxLender’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be ), in form and substance reasonably satisfactory to the Collateral Agent); ;
(b) the The Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), in form and substance reasonably satisfactory to the Collateral Agent;
(c) The Collateral Agent’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Tranche D Loan for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent;
(d) payment of Lender Expenses and other fees then due as specified in Section 2.4 hereof;
(e) The Collateral Agent’s receipt of a certificate, dated the Tranche D Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(a) or advised prior to the Tranche D Closing Date pursuant to Section 5.2(b) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent);
(f) there should not have been any prepayment of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan pursuant to Section 2.1(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii) of the Original Loan Agreement or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a);
(g) there shall have been Regulatory Approval by the FDA for the commercialization of Product to treat follicular lymphoma in the United States and such Regulatory Approval is in full force and effect; and
(ch) the The Collateral Agent’s receipt of a Secretary’s Certificatecertificate, or in the case of any Swiss Guarantor, a Director’s Certificate, in relation to each Credit Party, certifying either (i) that the Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing dated the Tranche D Loan Closing Date and previously delivered to signed by a Responsible Officer of Borrower, confirming satisfaction of the Collateral Agent pursuant to conditions precedent set forth in this Section 3.1(d) have not been modified 3.7 and remain in full force Section 3.4 and effect, or Section 3.6 (ii) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche D Loan, to be in form and substance reasonably satisfactory to the Collateral Agent; (d) concurrent with the funding of the Tranche D Loan, payment of the Tranche D Additional Consideration, which such payment shall be deducted from the proceeds of the Tranche D Loan; (e) concurrent with the funding of the Tranche D Loan, payment of any and all Lender Expenses then due as specified in Section 2.4 hereof, which such payment shall be deducted from the proceeds of the Tranche D Loan; (f) no prepayment of the Term Loans has been made;).
Appears in 1 contract
Samples: Loan Agreement (Epizyme, Inc.)
Conditions Precedent to Tranche D Loan. Each Lender’s obligation to advance its Applicable Percentage of the Tranche D Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) each Lender’s receipt of the Tranche D Note, executed by Borrower, and the Collateral Agent’s and such Xxxxxx’s receipt of an updated Disclosure Letter, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); ;
(b) the Collateral Agent’s receipt of an updated Perfection Certificate for Borrower and its Subsidiaries, if and to the extent any update thereto is necessary between the Tranche C Closing Date and the Tranche D Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)) (to be in form and substance reasonably satisfactory to the Collateral Agent); (c) the The Collateral Agent’s receipt of a Secretary’s Certificate, or in the case of any Swiss Guarantor, a Director’s Certificate, in relation to each Credit Party, certifying either (i) that the Certificate with completed Borrowing Resolutions adopted as of the Tranche A Closing Date authorizing with respect to the Tranche D Loan and previously delivered to the Collateral Agent pursuant to Section 3.1(d) have not been modified and remain in full force and effect, or (ii) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing the Tranche D Loanfor each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (d) concurrent with the funding of the Tranche D Loan, payment of the Tranche D Additional Consideration, which such payment shall be deducted from the proceeds of the Tranche D Loan; (e) concurrent with the funding of the Tranche D Loan, payment of any and all Lender Expenses then due as specified in Section 2.4 hereof, which such payment shall be deducted from the proceeds of the Tranche D Loan; (f) no prepayment of the Term Loans has been made;; (g) the Collateral Agent’s receipt of a certificate, dated the Tranche D Closing Date and signed by a Responsible Officer of Borrower, confirming there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter delivered in accordance with Section 3.1(l) or, to the extent updated, clause (a) above (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); (h) trailing twelve-month Product Net Sales, tested at the date of the Advance Request Form for the Tranche D Loan delivered by Borrower in accordance with Section 3.7, exceed $125,000,000; and (i) the Collateral Agent’s receipt of a certificate, dated the Tranche D Closing Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.4 and in Section 3.5, Section 3.6 and Section 3.7 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent).
Appears in 1 contract
