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. The obligation of the Lenders to make an Additional Loan hereunder available to any Borrower under this Supplement shall be expressly subject to the following conditions precedent (except that condition (b)(xiii) of this Article III shall be a condition subsequent):
(a) the Agent shall have received the following documents in form and substance satisfactory to the Agent and its legal advisor:
(i) copies, certified as true and complete by an officer of each Credit Party, of the resolutions of each Credit Party evidencing approval of this Supplement, the Additional Loan Note and the other Transaction Documents to which it is a party or by which it is bound and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations;
(ii) copies, certified as true and complete by an officer of each Credit Party, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Credit Parties as may be required by the Agent), approvals or consents with respect to the Transaction Documents;
(iii) copies, certified as true and complete by an officer of Oldcastle, of the certificate of incorporation and bylaws or the certificate of formation and operating agreement (or equivalent instruments) thereof;
(iv) certificate of the Secretary of the Guarantor certifying that it legally and beneficially owns, directly all of the issued and outstanding Equity Interests of Technotrade, that Technotrade legally and beneficially owns, directly all of the issued and outstanding Equity Interests of Xxxxxxxxx and that Xxxxxxxxx legally and beneficially owns directly all of the issued and outstanding Equity Interests of each of the Borrowers, and that such Equity Interests are free and clear of any liens, claims, pledges or other encumbrances whatsoever;
(v) certificate of the Secretary of Oldcastle, certifying as to the record ownership of all of its issued and outstanding Equity Interests;
(vi) certificates of the jurisdiction of organization of each Borrower as to the good standing thereof;
(vii) an executed copy of xxxx of sale for the Vessel; and
(viii) each pooling agreement to which Oldcastle or TBS is a party or the Taino Maiden is subject, and each management agreement or technical agreement to which Oldcastle or TBS is a party or the Taino Maiden is subject that affects or relates to, or may affect or relate to, the Tain...
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.
4.1 Facility A The following conditions must be fulfilled for any drawdown under Facility A:
(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-1 PHARMA Shareholders’ Agreement”) and (ii) NLS FRANCE (“NLS FRANCE Shareholders’ Agreement”) have been duly executed by the parties thereto;
(b) 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 the Company 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;
(e) E. Konofal has committed to pay an amount equal to the gross remuneration from AP-HP (minus applicable French income taxes and mandatory social security contributions of that respective fiscal year in which E. Konofal receives the remuneration) to the Lenders on behalf of the Company as a partial reimbursement of Facility B (“Konofal Commitment”), whereas the Parties expect that the gross remuneration will be approximately EUR 1’000’000.00;
(f) B. Figadere has assigned his rights as co-investor related to Quinolein, Tryptamine, Aminoquinoaxaline to NLS Pharma AG;
(g) no Event of Default has occurred or is about to occur;
(h) the Company has submitted to the Lenders a Project Plan (as defined in NLS Shareholders’ Agreement), including a detailed liquidity plan with monthly milestones, evidencing the projected liquidity needs of the Company for the duration of the whole project (“Liquidity Plan”), and each drawdown is in line with the liquidity needs of the Company at the relevant time of the drawdown.
4.2 Facility B, C and D The following conditions must be fulfilled for any drawdown under Facility B, C or D:
(a) all conditions set forth in Section 4.1;
(b) the security interests as set fort...
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. 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. 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. Party A has completed the agreed milestone pursuant to the schedule.
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. The agreement of each Lender to make its Loan on the Drawdown Date in accordance with Section 2.2 is subject to the conditions precedent set forth in Section 4.1 having been satisfied or waived on the Closing Date and the satisfaction (or waiver by the Lenders) of the following conditions precedent prior to or concurrently with the making of such Loan on the Drawdown Date (it being acknowledged and agreed that a portion of the proceeds of the Term Loan shall be applied to the prepayment of the existing debt of Pagbilao and Sual in accordance with the Payoff Documents):
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:
