Common use of Conditions to Loan Disbursements Clause in Contracts

Conditions to Loan Disbursements. Lender’s obligation to advance any funds at any time pursuant to this Loan and Security Agreement is discretionary, and Lender shall have no obligation to disburse any portion of the Loan under this Loan and Security Agreement, notwithstanding anything to the contrary in the Loan Documents. Lender may, at any time and from time to time, decline to advance all or any portion of the Loan under this Loan and Security Agreement for any reason or for no reason, without notice, regardless of any course of conduct or past advances or disbursements by Lender. In addition, Lender shall not consider making any disbursements of the Loan until all of the conditions set forth below have been satisfied, and each disbursement of the Loan shall be expressly subject to such conditions. All of the documents referred to below must be in a form and substance acceptable to Lender. a. All of the Loan Documents and all other documents contemplated to be delivered to Lender prior to funding have been fully executed and delivered to Lender. b. All of the documents contemplated by the Loan Documents which require filing or recording have been properly filed and recorded so that all of the liens and security interests granted to Lender in connection with the Loan will be properly created and perfected and will have a priority acceptable to Lender. c. All other conditions precedent provided in or contemplated by the Loan Documents or any other agreement or document have been performed. d. As of the date of disbursement of all or any portion of the Loan, the following shall be true and correct: (i) all representations and warranties made by Borrower and Guarantor in the Loan Documents are true and correct as of the date of such disbursement; and (ii) no Event of Default has occurred and no conditions exist and no event has occurred, which, with the passage of time or the giving of notice, or both, would constitute an Event of Default. e. For each requested disbursement, Lender has received such reports and information concerning outstanding Eligible Accounts and payments as requested by Lender pursuant to Section 2.3

Conditions to Loan Disbursements. Lender’s obligation to advance any funds at any time pursuant to this Loan and Security Agreement is discretionary, and Lender shall have no 's obligation to disburse any portion of the Loan under this Loan is expressly subject to, and Security Agreement, notwithstanding anything to the contrary in the Loan Documents. Lender may, at any time and from time to time, decline to advance all or any portion of the Loan under this Loan and Security Agreement for any reason or for no reason, without notice, regardless of any course of conduct or past advances or disbursements by Lender. In addition, Lender shall not consider making any disbursements of the Loan arise until all of the conditions set forth below have been satisfied, and each disbursement of the Loan shall be expressly subject to such conditions. All of the documents referred to below must be in a form and substance reasonably acceptable to Lender. a. All of the Loan Documents and all other documents contemplated to be delivered to Lender prior to funding funding, and all other documents reasonably required by Lender, have been fully executed and delivered to Lender. b. All of the documents contemplated by the Loan Documents which require filing or recording have been properly filed and recorded so that all of the liens and security interests granted to Lender in connection with the Loan will be properly created and perfected and will have a priority acceptable to Lender. c. All other conditions precedent provided in or contemplated by the Loan Documents or any other agreement or document have been performed. d. As of the date of disbursement of all or any portion of the Loan, the following shall be true and correct: (i) all representations and warranties made by Borrower and Guarantor in the Loan Documents are true and correct as of the date of such disbursement; and (ii) no Event of Default has occurred and no conditions exist and no event has occurred, which, with the passage of time or the giving of notice, or both, would constitute an Event of Default. e. For each requested disbursementThe Asset Purchase Agreement, and all related documents, shall have been executed and delivered and the assets purchased and sold as provided therein. f. Lender shall have received opinions of special counsel to Borrower and to Acquisition from law firms acceptable to Lender. g. Lender, Borrower, Acquisition, The Development Bank of Singapore Ltd, and ATD shall have executed and delivered a Subordination Agreement. h. The Debt Instruments are in a form and contain terms reasonably acceptable to Lender. i. The Asset Purchase Agreement, the loans evidencing the loan from The Development Bank of Singapore, and all related documents are in a form and contain terms reasonably acceptable to Lender. j. Lender has received such reports completed its due diligence and information concerning outstanding Eligible Accounts review with results reasonably acceptable to Lender. All conditions precedent set forth in this Loan Agreement and payments as requested any of the Loan Documents are for the sole benefit of Lender and may be waived unilaterally by Lender pursuant to Section 2.3Lender.

Conditions to Loan Disbursements. Lender’s obligation to advance any funds at any time pursuant to this Loan and Security Agreement is discretionary, and Lender shall have no obligation to disburse any portion of the Loan under this Loan is expressly subject to, and Security Agreement, notwithstanding anything to the contrary in the Loan Documents. Lender may, at any time and from time to time, decline to advance all or any portion of the Loan under this Loan and Security Agreement for any reason or for no reason, without notice, regardless of any course of conduct or past advances or disbursements by Lender. In addition, Lender shall not consider making any disbursements of the Loan arise until all of the conditions set forth below have been satisfied, and each disbursement of the Loan shall be expressly subject to such conditions. All of the documents referred to below must be in a form and substance acceptable to Lender. a. All of the Loan Documents and all other documents contemplated to be delivered to Lender prior to funding have been fully executed and delivered to Lender. b. All of the documents contemplated by the Loan Documents which require filing or recording have been properly filed and recorded so that all of the liens and security interests granted to Lender in connection with the Loan will be properly created and perfected and will have a priority acceptable to Lender. c. All other conditions precedent provided in or contemplated by the Loan Documents or any other agreement or document have been performed. d. As of the date of disbursement of all or any portion of the Loan, the following shall be true and correct: (i) all representations and warranties made by Borrower and Guarantor in the Loan Documents are true and correct in all material respects as of the date of such disbursement; and (ii) no Event of Default has occurred and no conditions exist and no event has occurred, which, with the passage of time or the giving of notice, or both, would constitute an Event of Default. e. For each requested disbursementExecution and delivery of a the Warrant to Purchase Stock. f. Execution and delivery of an Authorization to File UCC Financing Statement executed by ZARS Pharma, Inc., a Delaware corporation, for the benefit of Lender. g. Borrower shall have provided evidence satisfactory to Lender that Borrower has received such reports repaid and information concerning outstanding Eligible Accounts discharged all obligations owing to Silicon Valley Bank. All conditions precedent set forth in this Loan Agreement and payments as requested any of the Loan Documents are for the sole benefit of Lender and may be waived unilaterally by Lender pursuant to Section 2.3Lender.

Conditions to Loan Disbursements. Lender’s obligation to advance any funds at any time pursuant to this Loan and Security Agreement is discretionary, and Lender shall have no obligation to disburse any portion of the Loan under this Loan is expressly subject to, and Security Agreement, notwithstanding anything to the contrary in the Loan Documents. Lender may, at any time and from time to time, decline to advance all or any portion of the Loan under this Loan and Security Agreement for any reason or for no reason, without notice, regardless of any course of conduct or past advances or disbursements by Lender. In addition, Lender shall not consider making any disbursements of the Loan arise until all of the conditions set forth below have been satisfied, and each disbursement of the Loan shall be expressly subject to such conditions. All of the documents referred to below must be in a form and substance reasonably acceptable to Lender. a. All of the Loan Documents and all other documents contemplated to be delivered to Lender prior to funding funding, and all other documents reasonably required by Lender, have been fully executed and delivered to Lender. b. All of the documents contemplated by the Loan Documents which require filing or recording have been properly filed and recorded so that all of the liens and security interests granted to Lender in connection with the Loan will be properly created and perfected and will have a priority acceptable to Lender. c. All other conditions precedent provided in or contemplated by the Loan Documents or any other agreement or document have been performed. d. As of the date of disbursement of all or any portion of the Loan, the following shall be true and correct: (i) all representations and warranties made by Borrower and Guarantor in the Loan Documents are true and correct as of the date of such disbursement; and (ii) no Event of Default has occurred and no conditions exist and no event has occurred, which, with the passage of time or the giving of notice, or both, would constitute an Event of Default. e. For each requested disbursement, Lender has completed its due diligence and review with results reasonably acceptable to Lender. f. Lender has received such reports an opinion of counsel for Borrower and information concerning outstanding Eligible Accounts Domestic Subsidiaries from a law firm or law firms or attorney acceptable to Lender. g. Aquasoft and payments CL4 have amended their Organizational Documents to provide for the Article 8 Opt-In and issued certificates to Borrower as requested provided in the amended Organizational Documents. h. Lender has received the original stock certificates and membership certificates issued to Borrower by the Subsidiaries. All conditions precedent set forth in this Loan Agreement and any of the Loan Documents are for the sole benefit of Lender pursuant to Section 2.3and may be waived unilaterally by Lender.

Conditions to Loan Disbursements. Lender’s obligation to advance any funds at any time pursuant to this Loan and Security Agreement is discretionary, and Lender shall have no obligation to disburse any portion of the Loan under this Loan and Security Agreement, notwithstanding anything to the contrary in the Loan Documents. Lender may, at any time and from time to time, decline to advance all or any portion of the Loan under this Loan and Security Agreement for any reason or for no reason, without notice, regardless of any course of conduct or past advances or disbursements by Lender. In addition, Lender shall not consider making any disbursements of the Loan until all of the conditions set forth below have been satisfied, and each disbursement of the Loan shall be expressly subject to such conditions. All of the documents referred to below must be in a form and substance acceptable to Lender. a. All of the Loan Documents and all other documents contemplated to be delivered to Lender prior to funding have been fully executed and delivered to Lender. b. All of the documents contemplated by the Loan Documents which require filing or recording have been properly filed and recorded so that all of the liens and security interests granted to Lender in connection with the Loan will be properly created and perfected and will have a priority acceptable to Lender. c. All other conditions precedent provided in or contemplated by the Loan Documents or any other agreement or document have been performed. d. As of the date of each disbursement of all or any portion of the Loan, the following shall be true and correct: (i) all representations and warranties made by Borrower and Guarantor in the Loan Documents are true and correct as of the date of such disbursement; and (ii) no Event of Default has occurred and no conditions exist and no event has occurred, which, with the passage of time or the giving of notice, or both, would constitute an Event of Default. e. For each requested disbursement, Lender has received such reports and information concerning outstanding Eligible Accounts and payments as requested by Lender pursuant to Section 2.3or otherwise required under this Loan and Security Agreement. All conditions precedent set forth in this Loan and Security Agreement and any of the Loan Documents are for the sole benefit of Lender and may be waived unilaterally by Lender.