Conditions to Drawdown. Neither Borrower may request a drawdown until the Bank has received every item listed in Schedule 1 (“Conditions precedent”) in form and substance satisfactory to the Bank. Any item required to be certified must be certified by authorized officers of the applicable Borrower as being true and complete as at a date no earlier than the date of this agreement. The Bank agrees to notify the applicable Borrower as soon as practicable after the Bank receives the final item.
Conditions to Drawdown.
4.1 The Agreement on the part of the Lender to provide the Tranche A Commitment on the date of this Agreement and provide the Loan under clause 3(a) (Drawdown) shall be conditional upon the receipt by the Lender from the Borrower of:
(a) this Agreement executed by the Borrower;
(b) the Debenture executed by the Borrower;
(c) the Intercreditor Agreement executed by the Borrower, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxxx;
(d) the Share Purchase Agreement executed by the Lender and the shareholders of the entire issued share capital of the Borrower at the date of this Agreement;
(e) a copy of a resolution of the board of directors of the Borrower approving the terms of, and the transactions contemplated by, the Finance Documents;
(f) a copy of a resolution of the board of directors of the Borrower approving the terms of, and the transactions contemplated by, the Share Purchase Agreement; and
(g) a copy of any other document, opinion or assurance which the Xxxxxx considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Documents.
4.2 The Agreement on the part of the Lender to provide the Tranche B Commitment following the Tranche B CP Satisfaction Date and provide the Loan under clause 3(b) (Drawdown) shall be conditional upon the receipt by the Lender from the Borrower of a copy of any other document, opinion or assurance which the Lender considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Documents in respect of the advance of the Tranche B Commitment (including an explanation of the purpose for the use of proceeds from the Tranche B Commitment).
Conditions to Drawdown. Notwithstanding anything to the contrary expressed or implied in this Agreement, the Lender’s obligation to make the Shareholder Loan available to the Borrower is subject to the satisfaction of each of the following conditions:
(A) All corporate and other proceedings in connection with the Shareholder Loan contemplated by this Agreement shall be in form and substance satisfactory to the Lender, and the Lender shall have received all such original or certified or other copies of such documents as it may reasonably request, including without limitation, a resolution of the board of directors of the Borrower approving their acceptance of the terms of this Agreement and authorising and directing the Borrower to duly execute and deliver this Agreement and any other related documents;
(B) Not later than the second (2) Business Day before the proposed Drawdown Date in a drawdown notice, the Lender shall have received a drawdown notice for the Shareholder Loan duly signed and approved by the Borrower;
(C) The representations and warranties of the Borrower contained herein shall be true on and as of the proposed Drawdown Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be true and accurate on and as of such earlier date). The Borrower shall have performed or observed all covenants, agreements and conditions contained herein required to be performed or observed by the Borrower on or before the proposed Drawdown Date; and
(D) No Event of Default shall have occurred and be continuing.
Conditions to Drawdown. Save as otherwise provided in this Agreement, an Advance will be made by the Lenders to the Borrower if:
(a) the Administrative Agent has received from the Borrower a duly completed Drawdown Request for that Advance not later than 10.00 a.m. on a day which is no more than 10 nor less than 3 Business Days prior to the proposed Drawdown Date for such Advance, receipt of which shall oblige the Borrower to borrow the amount requested on the date stated upon the terms and subject to the conditions contained in this Agreement;
(b) the proposed Drawdown Date is a Business Day which is or precedes the Termination Date;
(c) the proposed amount of such Advance is equal to the Applicable Advance Amount;
(d) the Administrative Agent has received confirmation that the Charter Service Reserve Deposit is at least $250,000,000 (less the amount of any pre-paid charter hire as agreed in advance with the Administrative Agent); and
(e) the Administrative Agent has received evidence satisfactory to it that:
(i) any Indebtedness outstanding (other than the Outstandings) in relation to the relevant Collateral Vessel or Collateral Vessel Owner has been discharged in full (or will be discharged in full, immediately upon the provision of (x) such Advance and (y) (where that Indebtedness is in respect of more than one Collateral Vessel) such other Advances (if applicable) requested to be made on the same Drawdown Date); and
(ii) any Encumbrances over the relevant Collateral Vessel securing any such Indebtedness have been (or immediately upon the provision of such Advances, will be) released;
(f) immediately after the making of such Advance there will be no more than forty seven Advances outstanding;
(g) no Default has occurred which is continuing or would occur from the making of such Advance and no other circumstances exist or will arise in connection with the making of such Advance which will have a Material Adverse Effect;
(h) each of the representations made in Clause 15 (Representations and Warranties) is true and will continue to be true, in each case, in all respects, following the making of the relevant Advance, provided that any such representation which expressly relates to a given date or period shall be required to be true solely in respect of that date or period;
(i) in relation to the relevant Acquisition, the Administrative Agent has received (or it is satisfied that immediately upon the making of the relevant Advance, it will receive) each of the documents referred t...
Conditions to Drawdown. The obligation of UBS to fund a Drawdown by the Issuer on any Drawdown Date is subject to the satisfaction of the following conditions:
Conditions to Drawdown. Party A has completed the agreed milestone pursuant to the schedule.
Conditions to Drawdown. The Lenders are only obliged to pay out any amount under or in connection with this Agreement if the following conditions precedent are fulfilled to the satisfaction of the Lenders:
(a) the Lenders have at least a 40% equity interest in the Company, the option agreement between the Founders and the Lenders regarding the transfer of 40% in NLS FRANCE to the Lenders has been executed, and the shareholders’ agreements between the Founders and the Lenders regarding (i) the Company (“NLS PHARMA Shareholders’ Agreement”) and (ii) NLS FRANCE (“NLS FRANCE Shareholders’ Agreement”) have been duly executed by the parties thereto;
(b) all the security interests as set forth in Section 8.1(a) and 8.1(b) have been fully perfected, it being agreed that the Share Pledge Agreement (as set forth in Section 8.1(a)) shall only be signed and the security shall only be perfected once the Founders own shares in the Company;
(c) the Conditional Assignment Agreement transferring to NLS-1 all the rights of NLS FRANCE under the Licence Agreement has been duly executed;
(d) AP-HP has been duly notified of the Conditional Assignment Agreement in accordance with section 17.3 of the Licence Agreement;
Conditions to Drawdown prior to the Holders subscribing for and the Debentures being issued, the Issuer must have provided the Arranger with all of the following documents and evidence in form and substance satisfactory to it:
12.1 evidence that the Issuer is the sole legal and beneficial owner of the Properties, held without any restrictions or charges on the relevant title numbers;
12.2 a refreshed report on title in relation to each Property promptly prepared by the Security Trustee’s solicitors and addressed to the Agent and the Security Trustee, with updated search results;
12.3 a copy of any supplemental legal mortgage, granted by the Issuer over each Property, in accordance with the requirements of the Issuer Security Agreement, executed by the parties thereto;
12.4 a copy of the notice to account bank in respect of the Debt Service Reserve Account in agreed form with the relevant account bank, executed by the Issuer and a copy of the acknowledgement to the notice signed by the account bank;
12.5 evidence of the Issuer having converted to a public limited company, including evidence of a valid trading certificate;
12.6 a copy of each Construction Document;
12.7 a copy of the Project Management Agreement; and
12.8 a copy of each Agreement for Xxxxx, executed by the parties thereto.
Conditions to Drawdown. (a) The Lender will only be obliged to make the Loan available to the Borrower if on the proposed Utilisation Date:
(i) The Lender has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lender (acting reasonably). The Lender shall notify the Borrower immediately upon being so satisfied. For the avoidance of doubt, the conditions precedent in Part A of Schedule 2 (Conditions precedent) may only be waived if so agreed between the Borrower and the Lender in writing.
(ii) no Default is continuing or would result from the Loan being made on the proposed Utilisation Date; and
(iii) the Repeating Representations are true in all material respects.
(b) Any of the Borrower’s directors is authorised to deliver a Utilisation Request to the Lender, including by e-mail, not later than 11:00am (London) on the seventh Business Day before the proposed Utilisation Date. Such notice must specify that the Loan is to be drawn in full, the proposed Utilisation Date and the details of the bank account to which the Lender should pay the Loan. If the Utilisation Request is received by the Lender after 11:00am (London) on the seventh Business Day before the proposed Utilisation Date, the Lender shall fund the Loan on the eighth Business Day following receipt of the Utilisation Date.
Conditions to Drawdown. The obligation of the Lender to make the Loan hereunder is subject to the fulfillment by the Borrower of the following conditions precedent no later than the Drawdown Date:
