Funding Condition. If Tenant is unable to demonstrate to Landlord’s satisfaction, in Landlord’s reasonable discretion, that on or before the date which is one hundred twenty (120) days following the Lease Commencement Date, Tenant has raised an additional $20,000,000.00 or more in “Series A” or “Series B” funding (the “Funding Condition”), then Landlord shall have the ongoing right to terminate this Lease upon not less than forty-five (45) days prior written notice to Tenant (the “Funding Condition Termination”), which right must be exercised, if at all, prior to the earlier to occur of (i) the last day of the thirtieth (30th) month of the Lease Term and (ii) Tenant provides evidence to Landlord’s satisfaction, in Landlord’s reasonable discretion, that Tenant has satisfied the Funding Condition.
Funding Condition. As of that Funding Date:
(i) after giving effect to the Revolving Loans and/or Letters of Credit requested on such Funding Date, (1) the Total Utilization of Revolving Loan Commitments shall not exceed the Revolving Loan Commitments then in effect, and (2) the First Lien Exposure shall not exceed the Borrowing Base then in effect;
(ii) the representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date, provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for purposes of this condition;
(iii) no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iv) each Loan Party shall have performed in all material respects all agreements and satisfied all conditions (other than those already satisfied or waived under subsection 6.1) which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; and
(v) no order, judgment or decree of any arbitrator or Governmental Authority shall purport to enjoin or restrain any Lender from making the Loans or issuing any Letter of Credit to be made by it on that Funding Date.
Funding Condition. “Funding Condition” shall have the meaning set forth in Section 8.3(d).
Funding Condition. Neither GE Capital nor Ares Capital Corporation (each an “Initial Lender”) shall be obligated to fund its commitment under the Term Loan unless Ares Capital Corporation (in the case of GE Capital) or GE Capital (in the case of Ares Capital Corporation) has complied with its obligations to Senior Secured Loan Fund, LLC (“SSLF”) such that SSLF, as permitted assignee, has funds sufficient to make the Term Loan (and each of GE Capital and Ares Capital Corporation commits and agrees with the Borrower to satisfy such obligations in full); provided, however, that nothing contained in this subsection (l) shall relieve GE Capital or Ares Capital Corporation from any liability, damages or remedies, including specific performance of the full amount of the commitments of both Initial Lenders, arising from any failure by GE Capital or Ares Capital Corporation, as the case may be, to comply with such obligations (including damages for relieving the other Initial Lender from its obligation to fund), and each of GE Capital and Ares Capital Corporation agrees that the Borrower (and its successors) shall be entitled to specific performance of each Initial Lender’s obligations to fund the Loans to the extent required by the terms hereof on the Closing Date; and
Funding Condition. The Company shall use reasonable efforts from and after the date hereof to arrange for and thereafter consummate the Timber Funding and satisfy the funding condition in Section 7.4, and Parent shall use reasonable efforts to provide information to potential financing providers and otherwise to assist the Company in such efforts to secure financing so as to satisfy such funding conditions.
Funding Condition. The Company shall have consummated the Timber Funding and provided Parent with an amendment, if required, to Exhibit C to reflect the treatment of investors in the Timber Funding as a result of the Merger.
Funding Condition. In addition to the Funding Conditions set forth in the HSART Indenture, with respect to the Series 2012-VF1 Notes, the following additional “Funding Condition” shall apply:
(i) the ratings assigned to any Class of Series 2012-VF1 Notes is not reduced below the Applicable Rating assigned to such Class of Series 2012-VF1 Notes.
Funding Condition. The Parent shall have raised gross proceeds of $1,000,000 from the sale of 1,000,000 shares of its "restricted" common stock at a price of $1.00 per share to "accredited investors" as outlined in its Confidential Private Placement Offering Memorandum dated April 18, 2006, through the "best efforts" of Alpine Securities Corporation, a registered broker/dealer, or such other broker/dealers as the Parent shall engage for such offering, by June 30, 2006.
Funding Condition. Parent and Newco shall have (i) received no less than $175,000,000 of debt financing as contemplated by the financing commitment of Bank of America, N.A., a copy of which has been provided to the Company, or (ii) obtained no less than such amount from another source on terms not materially less favorable to Parent and Newco than those contemplated by such commitment letter.
Funding Condition. 2.1 Patobios’ right to require Omeros to purchase the MOCA Technology upon Omeros’ achievement of the De-Orphanization Milestone and Omeros’ obligation to purchase the MOCA Technology upon receipt of a Put Notice from Patobios, as set forth in Section 3.3 of the Agreement, shall be further conditioned on Omeros’ receipt of at least the Minimum Proceeds (as defined below) during the Option Period. Omeros will be deemed to have received the “Minimum Proceeds” for purposes of this Section 2.1 if the sum of the following amounts is at least equal to five million one hundred thirty five thousand ($5.135MM) CAD: (a) the amount of the Initial Patobios License Proceeds (as defined in Section 4.2 of this Amendment) that have been paid to Patobios by Omeros during the Option Period as provided in Section 4.3 of this Amendment (as converted into CAD on the dates that such proceeds were actually paid to Patobios); (b) the amount of any other funds that Omeros receives from governmental agencies or not-for-profit funding entities during the Option Period that are specifically allocated in the applicable funding document for the payment of the Acquisition Price by Omeros for the MOCA Technology (as converted into CAD as of the dates Omeros actually receives such funds) and (c) the De-Orphanization Milestone Payment. For purposes of clarity, the parties acknowledge that Omeros shall not be required to allocate, set aside or pay to Patobios any funds described in clause (b) of the preceding sentence until Omeros is deemed to have received the Minimum Proceeds. Throughout the term of this Agreement, Omeros shall with reasonable diligence use commercially reasonable efforts to raise the Minimum Proceeds and to source such further capital as may be necessary to enable Omeros to meet its obligations with respect to the Acquisition.
2.2 Omeros’ right at it sole discretion to purchase the MOCA Technology at any time during the Option Period in accordance with Section 3.2 of the Agreement shall continue and shall not be affected by this Amendment, except for the crediting against the Acquisition Price of the Initial Patobios License Proceeds as set forth in Section 4.3 of this Amendment and the De-Orphanization Milestone Payment as set forth in Section 1.6 of this Amendment.
2.3 The definition of the Option Fee Credit as defined in Section 1.40 of the Agreement shall remain unchanged prior to receipt by Omeros of a Put Notice from Patobios. If the Closing has not occurred within...
