Common use of DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC Clause in Contracts

DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. The Facility Agent shall have received each of the following in form and substances satisfactory to it: (a) the Fees Letter duly countersigned by the Parent Guarantor, in the agreed form; (b) all items forming the Information Package; (c) a letter in substantially the form set out in Schedule 8 (FORM OF NET ASSETS LETTER) addressed to the Finance Parties from Xxxxxx Xxxxxxxx in respect of Target A; (d) a report on title from Messrs Xxxx and Maw in respect of the Legally Mortgaged Property; (e) a letter from a reputable insurance broker confirming that as from Completion the Group has in place insurance policies that are consistent with those that would be carried by a prudent company carrying on an equivalent business to that carried on by the Group; (f) a certificate from an authorised officer of the Parent Guarantor, in the agreed form, that: (i) the Investors have made the subscriptions for ordinary shares and Preferred Stock in the Parent Guarantor and the Bridge Notes that they are obliged to make under the Bridge Note Agreement in an amount of not less than (pound)50,165,933 (of which (pound)47,177,875 (or the Dollar Equivalent of such amount) plus a further US$1,589,636 have been contributed by the Agreed Investor Group and that such sum has been applied or will, simultaneously with the first drawdown under this Agreement, be applied for the same purpose as the proceeds of the Term Loans; (ii) other than with the consent of the Facility Agent, none of the Parent Guarantor's rights under the Acquisition Documents has been waived or varied (other than where the effect of the same is not material); (iii) the Parent Guarantor is not aware of any breach of warranty under the Acquisition Agreement that would entitle it to rescind the Acquisition Agreement or any of the other Acquisition Documents; (iv) on Completion, the Parent Guarantor will be the direct or indirect beneficial owner of the Target Shares and Target Assets; (v) the Mezzanine Lenders have an unconditional commitment to advance in an amount of US$10,000,000; (vi) there are no Encumbrances (other than Permitted Encumbrances) over all or any part of the assets of the Group including duly completed deeds of release in respect of Encumbrancers listed in the charges register of each Group Company incorporated in England and Wales and any foreign equivalent in respect of any Encumbrances over Group Companies elsewhere; and (vii) the stock and option schedule is complete and accurate; (g) a completion funds flow statement which shows, INTER ALIA, that all fees due and payable pursuant to the terms of the Fees Letter will be paid out of the proceeds of the first Term Advance made hereunder; (h) the written acceptance of Holdco UK as agent for service of process on behalf of the Overseas Borrowers; (i) legal opinions from each of: (i) Xxxxxxxx Chance L.L.P. as to matters of English law; (ii) Xxxxxxxx Chance L.L.P. as to matter of New York and Delaware law; (iii) Xxxxxxxx Xxxxxx Xxxxxxxx as to matters of Irish law; and (iv) Borel and Xxxxxx as to matters of Swiss law; (j) a hedging strategy letter from the Facility Agent duly countersigned by the Parent Guarantor; (k) a syndication strategy letter from the Lead Arranger duly countersigned; (l) evidence that the net cash balance of the Group as at the date of (and following) the Acquisition is at least US$42,516,280 (or the Dollar Equivalent of such amount) (of which US$6,000,000 (or the Dollar Equivalent of such amount) is preallocated for the acquisition of the IVC Group); (m) confirmation from the Parent Guarantor that the separation of the Parent Guarantor from Inverness Medical Technology, Inc. has been completed and is effective; (n) the monthly management accounts for the Quarter ending October 2001 of the Targets; (o) references from Management and the Agreed Investor Group; (p) completion of account opening formalities; (q) a solvency certificate in respect of the Parent Guarantor, Holdco US and Inverness Medical, Inc.; and (r) a borrowing/guaranteeing limit certificate in respect of the Parent Guarantor, Holdco US and Inverness Medical, Inc.

DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. The Facility Agent shall have received each of the following in form and substances substance satisfactory to it: (a) the Fees Letter duly countersigned by Dynea together with all fees then payable under the Parent Guarantor, in the agreed formterms thereof; (b) all items forming the Information PackagePackage (in each case addressed to the Finance parties or accompanied by a reliance letter in form and substance satisfactory to the Facility Agent acting reasonably); (c) a letter in substantially certificate from a director of Dynea that the form set out in Schedule 8 (FORM OF NET ASSETS LETTER) addressed Investors have pursuant to the Finance Parties from Xxxxxx Xxxxxxxx in respect of Target A; (d) a report on title from Messrs Xxxx and Maw in respect of the Legally Mortgaged Property; (e) a letter from a reputable insurance broker confirming that as from Completion the Group has in place insurance policies that are consistent with those that would be carried by a prudent company carrying on an equivalent business to that carried on by the Group; (f) a certificate from an authorised officer of the Parent Guarantor, in the agreed form, that: Investment Agreement (i) the Investors have made the subscriptions subscribed in cash for ordinary shares issued share capital in Parentco of at least NOK 200,000,000 and Preferred Stock (ii) invested in cash in the Parent Guarantor and convertible debentures in Parentco of at least Euro 85,500,000, that Parentco has subscribed in cash for issued share capital in Issueco of at least Euro 91,500,000, that Issueco has subscribed in cash for issued share capital in Dynea of the Bridge Notes that they are obliged to make under the Bridge Note Agreement in an same amount of not less than (pound)50,165,933 (of which (pound)47,177,875 (or the Dollar Equivalent of such amount) plus a further US$1,589,636 have been contributed by the Agreed Investor Group and that Dynea shall apply such sum has been applied or willsum, simultaneously with the first drawdown under this Agreement, be applied Agreement for the same purpose as the proceeds of the Term LoansLoan Facilities; (d) a letter from the insurance broker to the Group confirming that all insurances are in effect; (e) a certificate from Salomon Brothers International Limited certifying that (i) the Senior Subordinated Notes have been issued and have been subscribed for in cash in an aggregate amount of Euro 240,000,000 and (ii) that the Issueco Bridging Loan has been made in an amount of Euro 30,000,000; (f) Neste Chemicals UK Limited's written acceptance as agent for service of process; (g) the PWC Dyno Structuring Memorandum in the agreed form; (h) a certificate from Christiana Bank og Kreditkasse certifying that the Christiana Facilities are unconditionally available for drawing; (i) a written undertaking from Industri Kapital that it will, by 31 December 2000, subscribe in cash for issued share capital in Parentco of at least Euro 4,500,000 if the Management fails to invest in cash for at least the same amount by such date pursuant to the management share incentive scheme set up by Parentco; (j) an ISDA master agreement duly executed by Citibank, N.A. and Dynea; (k) legal opinions from each of: (i) Xxxxxxxx Chance as to matters of English law; (ii) other than with Luostarinen Mettala & Raikkonen as to matters of Finnish law; (iii) Xxxxxxx, Xxxxxxxxx & Co. ANS as to matters of Norwegian law; (iv) Xxxxxxxx Chance as to matters of French law; (v) Xxxxxx, Halter & Xxxxxxxx LLP as to matters of US law; (vi) XxXxxxxx Xxxxxxxx as to matters of Canadian law; (vii) Xxxxx Xxxxxx & Partners as to matters of Austrian law; and (viii) Xxxxx Dutilh as to matters of Dutch law; (l) a certificate from a director of Dynea certifying that: (i) the consent Offer is unconditional in all respects; (ii) Nordkem has received valid acceptances for at least 90 per cent. of the Facility Agent, none of the Parent Guarantor's rights under the Acquisition Documents has been waived or varied (other than where the effect of the same is not material)Dyno Shares; (iii) the Parent Guarantor Oxo Sale Agreement is not aware of any breach of warranty under the Acquisition Agreement that would entitle it to rescind the Acquisition Agreement or any of the other Acquisition Documentsunconditional in all respects; (iv) on Completion, the Parent Guarantor will loan to be made pursuant to the direct or indirect beneficial owner of the Target Shares and Target AssetsIntra-Group Loan Agreement has been made; (v) all required governmental, judicial, regulatory and other clearances which are necessary from the Mezzanine Lenders European Commission and any other relevant authorities in all relevant jurisdictions for completion of the Offer have an unconditional commitment to advance in an amount of US$10,000,000;been obtained; and (vi) there are no Encumbrances (other than Permitted Encumbrances) over all or any part of the assets of the Group including duly completed deeds of release in respect of Encumbrancers listed in the charges register of each Group Company incorporated in England Dynea, Dyno and Wales and any foreign equivalent in respect of any Encumbrances over Group Companies elsewhere; and (vii) the stock and option schedule is complete and accurate; (g) a completion funds flow statement which shows, INTER ALIA, that all fees due and payable pursuant to the terms of the Fees Letter will be paid out of the proceeds of the first Term Advance made hereunder; (h) the written acceptance of Holdco UK as agent for service of process on behalf of the Overseas Borrowers; (i) legal opinions from each of: (i) Xxxxxxxx Chance L.L.P. as to matters of English law; (ii) Xxxxxxxx Chance L.L.P. as to matter of New York and Delaware law; (iii) Xxxxxxxx Xxxxxx Xxxxxxxx as to matters of Irish law; and (iv) Borel and Xxxxxx as to matters of Swiss law; (j) a hedging strategy letter from the Facility Agent duly countersigned by the Parent Guarantor; (k) a syndication strategy letter from the Lead Arranger duly countersigned; (l) evidence that the net cash balance of the Group as at the date of (and following) the Acquisition is at least US$42,516,280 (or the Dollar Equivalent of such amount) (of which US$6,000,000 (or the Dollar Equivalent of such amount) is preallocated for the acquisition of the IVC Group); (m) confirmation from the Parent Guarantor that the separation of the Parent Guarantor from Inverness Medical Technology, Inc. has been completed and is effective; (n) the monthly management accounts for the Quarter ending October 2001 of the Targets; (o) references from Management and the Agreed Investor Group; (p) completion of account opening formalities; (q) a solvency certificate in respect of the Parent Guarantor, Holdco US and Inverness Medical, Inc.; and (r) a borrowing/guaranteeing limit certificate in respect of the Parent Guarantor, Holdco US and Inverness Medical, Inc.their respective Subsidiaries.

DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. The Facility Agent shall have received each of the following in form and substances substance satisfactory to it: (a) each of the Fees Letter following documents duly countersigned executed by the Parent Guarantor, parties thereto: (i) the On-Lending Agreement (as such term is defined in the agreed formRestated Agreement); (ii) the Performance Guarantees (as such term is defined in the Restated Agreement); and (iii) the Put and Call Agreement (as such term is defined in the Restated Agreement); (b) all items forming the Information PackageNew Fee Letter duly countersigned by Dynea together with evidence that the Amendment Fee payable to each Agreeing Bank (as each such term is defined therein) on the date of this Agreement has been or shall be paid; (c) evidence that Tranche D1 of the Term D Loan Facility (as each such term is defined in the Restated Agreement) has been or will simultaneously be drawn down in full by Dynco under the terms of the Restated Agreement and that the proceeds thereof have been or will simultaneously be on-lent by Dynco to Dynea under the terms of the On-Lending Agreement and paid to Issueco to be applied in payment of interest due on the Senior Subordinated Notes; (d) a letter certificate from two directors of Issueco certifying that it is not and, immediately after the Effective Date, will not be in substantially breach of any of the terms of the Senior Subordinated Notes Documents; (e) legal opinions from Xxxxxxxx Chance LLP, Luostarinen Mettala & Raikkonen, Xxxxxxx xx Xxxxxx, Xxxx Xxxxxx & Partners and Xxxxxxx Xxxxx (as to matters of English, Finnish, Norwegian, Austrian and New Zealand law); (f) a legal opinion from Xxxxxx Xxxxxxx as to the due execution and a legal opinion from Xxxxxxxx Chance Limited Liability Partnership as to the legality and enforceability of the Performance Guarantees entered into by IK 1997 Limited and IK 2000 Limited; (g) share certificates in respect of the entire issued share capital of Dynea NZ Limited together with a signed transfer in respect of those shares; (h) a resolution of the board of directors of Dynea NZ Limited resolving to approve any transfer of the shares pursuant to the Share Charge referred to in paragraph 3(b) below, if enforced; (i) all information required to register a financing statement on the New Zealand Personal Property Securities Register against Dynea ASA relating to the property secured by the Share Charge entered into by Dynea ASA in respect of the entire issued share capital of Dynea NZ Limited; (j) a power of attorney in the form set out in Schedule 8 (FORM OF NET ASSETS LETTER) addressed to the Finance Parties from Xxxxxx Xxxxxxxx in respect of Target A; (d) a report on title from Messrs Xxxx and Maw in respect 1 of the Legally Mortgaged Property; (eShare Charge referred to in paragraph 3(f) a letter from a reputable insurance broker confirming that as from Completion the Group has in place insurance policies that are consistent with those that would be carried below, duly executed by a prudent company carrying on an equivalent business to that carried on by the Group; (f) a certificate from an authorised officer of the Parent Guarantor, in the agreed form, that: (i) the Investors have made the subscriptions for ordinary shares and Preferred Stock in the Parent Guarantor and the Bridge Notes that they are obliged to make under the Bridge Note Agreement in an amount of not less than (pound)50,165,933 (of which (pound)47,177,875 (or the Dollar Equivalent of such amount) plus a further US$1,589,636 have been contributed by the Agreed Investor Group and that such sum has been applied or will, simultaneously with the first drawdown under this Agreement, be applied for the same purpose as the proceeds of the Term Loans; (ii) other than with the consent of the Facility Agent, none of the Parent Guarantor's rights under the Acquisition Documents has been waived or varied (other than where the effect of the same is not material); (iii) the Parent Guarantor is not aware of any breach of warranty under the Acquisition Agreement that would entitle it to rescind the Acquisition Agreement or any of the other Acquisition Documents; (iv) on Completion, the Parent Guarantor will be the direct or indirect beneficial owner of the Target Shares and Target Assets; (v) the Mezzanine Lenders have an unconditional commitment to advance in an amount of US$10,000,000; (vi) there are no Encumbrances (other than Permitted Encumbrances) over all or any part of the assets of the Group including duly completed deeds of release in respect of Encumbrancers listed in the charges register of each Group Company incorporated in England and Wales and any foreign equivalent in respect of any Encumbrances over Group Companies elsewhere; and (vii) the stock and option schedule is complete and accurate; (g) a completion funds flow statement which shows, INTER ALIA, that all fees due and payable pursuant to the terms of the Fees Letter will be paid out of the proceeds of the first Term Advance made hereunder; (h) the written acceptance of Holdco UK as agent for service of process on behalf of the Overseas Borrowers; (i) legal opinions from each of: (i) Xxxxxxxx Chance L.L.P. as to matters of English law; (ii) Xxxxxxxx Chance L.L.P. as to matter of New York and Delaware law; (iii) Xxxxxxxx Xxxxxx Xxxxxxxx as to matters of Irish law; and (iv) Borel and Xxxxxx as to matters of Swiss law; (j) a hedging strategy letter from the Facility Agent duly countersigned by the Parent GuarantorDynea; (k) a syndication strategy letter from the Lead Arranger Deed of Accession duly countersigned;executed by Dynco; and (l) evidence that the net cash balance of the Group as at the date of (and following) the Acquisition is at least US$42,516,280 (or the Dollar Equivalent of such amount) (of which US$6,000,000 (or the Dollar Equivalent of such amount) is preallocated for the acquisition of the IVC Group); (m) confirmation from the Parent Guarantor that the separation of the Parent Guarantor from Inverness Medical Technology, Inc. has been completed and is effective; (n) the monthly management accounts for the Quarter ending October 2001 of the Targets; (o) references from Management and the Agreed Investor Group; (p) completion of account opening formalities; (q) a solvency certificate share certificates in respect of the Parent Guarantor, Holdco US and Inverness Medical, Inc.; and (r) a borrowing/guaranteeing limit certificate in respect entire issued share capital of the Parent Guarantor, Holdco US and Inverness Medical, Inc.Dynco.

DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. The Facility Agent shall have received each of the following in form and substances satisfactory to it: (a) the Fees Letter duly countersigned by the Parent Guarantor, in the agreed form; (b) all items forming the Information Package; (c) a letter in substantially the form set out in Schedule 8 7 (FORM OF NET ASSETS LETTER) addressed to the Finance Parties from Xxxxxx Xxxxxxxx in respect of Target A; (d) a report on title from Messrs Xxxx and Maw in respect of the Legally Mortgaged Property; (e) a letter from a reputable insurance broker confirming that as from Completion the Group has in place insurance policies that are consistent with those that would be carried by a prudent company carrying on an equivalent business to that carried on by the Group; (f) a certificate from an authorised officer of the Parent Guarantor, in the agreed form, that: (i) the Investors have made the subscriptions for ordinary shares and Preferred Stock in the Parent Guarantor and the Bridge Notes that they are obliged to make under the Bridge Note Agreement in an amount of not less than (pound)50,165,933 (of which (pound)47,177,875 (or the THE Dollar Equivalent of such amountamount calculated as at the date of Completion) plus a further US$1,589,636 have been contributed by the Agreed Investor Group and that such sum has been applied or will, simultaneously with the first drawdown under this Agreement, be applied for the same purpose as the proceeds of the Term Loans; (ii) other than with the consent of the Facility Agent, none of the Parent Guarantor's rights under the Acquisition Documents has been waived or varied (other than where the effect of the same is not material); (iii) the Parent Guarantor is not aware of any breach of warranty under the Acquisition Agreement that would entitle it to rescind the Acquisition Agreement or any of the other Acquisition Documents; (iv) on Completion, the Parent Guarantor will be the direct or indirect beneficial owner of the Target Shares and Target Assets; (v) the Mezzanine Lenders Senior Banks have an unconditional commitment to advance the Senior Facilities in an amount of US$10,000,00060,000,000; (vi) there are no Encumbrances (other than Permitted Encumbrances) over all or any part of the assets of the Group including duly completed deeds of release in respect of Encumbrancers listed in the charges register of each Group Company incorporated in England and Wales and any foreign equivalent in respect of any Encumbrances over Group Companies elsewhere; and (vii) the stock and option schedule is complete and accurate.; (g) a completion funds flow statement which shows, INTER ALIA, that all fees due and payable pursuant to the terms of the Fees Letter will be paid out of the proceeds of the first Term Advance made hereunder; (h) the written acceptance of Holdco UK as agent for service of process on behalf of the Overseas BorrowersSwiss Newco; (i) legal opinions from each of: (i) Xxxxxxxx Chance L.L.P. as to matters of English law; (ii) Xxxxxxxx Chance L.L.P. as to matter of New York and Delaware law; (iii) Xxxxxxxx Xxxxxx Xxxxxxxx as to matters of Irish law; and (iv) Borel and Xxxxxx as to matters of Swiss law; (j) a hedging strategy letter from the Facility Agent duly countersigned by the Parent Guarantor; (k) a syndication strategy letter from the Lead Arranger duly countersigned; (l) evidence that the net cash balance of the Group as at the date of (and following) the Acquisition is at least US$42,516,280 (or the Dollar Equivalent of such amountamount calculated as at the date of Completion) (of which US$6,000,000 (or the Dollar Equivalent of such amount) is preallocated for the acquisition of the IVC Group); (m) confirmation from the Parent Guarantor that the separation of the Parent Guarantor from Inverness Medical Technology, Inc. has been completed and is effective; (n) the monthly management accounts for the Quarter ending October 2001 of the Targets; (o) references from Management and the Agreed Investor Group; (p) completion of account opening formalities; (q) a solvency certificate in respect of from the Parent Guarantor, Holdco US and Inverness Medical, Inc.; and (r) a borrowing/guaranteeing limit certificate in respect of the Parent Guarantor, Holdco US and Inverness Medical, Inc.