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Common use of Further Conditions Clause in Contracts

Further Conditions. (a) On or prior the requested Advance Date for the 2020 Term B Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone A Event shall have occurred. (b) On or prior the requested Advance Date for the 2020 Term C Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone B Event shall have occurred. (c) On or prior the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent shall have received a nonrefundable, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurred. (d) On each Advance Date: (i) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties set forth in this Agreement and in Section 5 shall be true and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)

Further Conditions. The Company hereby agrees that the waivers and the forbearance contained in Section 5 are subject to compliance with each of the following conditions: (a) On or prior The Company shall provide the requested Advance Date for Holder with monthly business reviews, including financial statements and revised forecasts, within forty-five (45) days after the 2020 Term B Loan Advances, Borrower shall have end of each calendar month (and in any event when such documents are delivered to Agent evidence in form GECC pursuant to the blew GECC Agreement), covering (i) financial performance and substance reasonably satisfactory (ii) cash flow projections of the Company's future business as revised from time to Agent that the Milestone A Event shall have occurredtime. (b) On or prior In addition to the requested Advance Date for information required to be provided pursuant to paragraph (b) above, the 2020 Term C Loan AdvancesCompany shall provide the Holder, Borrower shall have not later than forty-five (45) days following the end of each calendar month (and in any event when such documents are delivered to Agent evidence GECC pursuant to the New GECC Agreement), with the portfolio and operating information required by Section 5.1(C) and Exhibit 5.1(C) of the New GECC Agreement as such Section and such Exhibit may be amended from time to time. All such reports shall be in form a format and substance reasonably satisfactory on a medium readable by the Holder's computer software, or such other format or medium acceptable to Agent that the Milestone B Event shall have occurredHolder. (c) On or prior to November 30, 1998, the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent Company shall have received a nonrefundablefirm commitment from GECC to extend the New GECC Agreement on terms acceptable to the Holder until at least December 31, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower 2000 or shall have delivered a firm commitment with a lender acceptable to the Holder to replace the financing provided by the New GECC Agreement. The failure of the Company to have in effect the financing provided by GECC or substantially similar financing for not less than $110,000,000, shall constitute an Event of Default under the Amended Note Agreement. If GECC terminates the New GECC Agreement for any reason, the Company shall notify the Holder immediately of such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurredoccurrence. (d) On each Advance Date: (i) Agent If the Company shall have received (i) amend or agree to amend the terms and conditions of the New GECC Agreement, or enter into a new agreement with GECC which has the effect of amending the New GECC Agreement, the Company shall promptly notify the Holder and, at the request of such Holder, enter into an Advance Request for amendment of this Agreement or a new agreement which has the relevant Advance effect of amending this Agreement, reflecting the changes to the New GECC Agreement. This Amendment and Waiver shall constitute the amendment contemplated by the final paragraph of Section 6 of the Forbearance Agreement as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, amended and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties upon compliance with the conditions set forth in Section 3 of this Amendment and Waiver, the Forbearance Agreement and in Section 5 shall be true of no further force and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier dateeffect. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.

Appears in 1 contract

Samples: Note Purchase Agreement (TFC Enterprises Inc)

Further Conditions. The obligation of each Lender to honor any Request for Credit Extension (aincluding making any Incremental Term Loan) On or prior is subject to the requested Advance Date for the 2020 Term B Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone A Event shall have occurred. (b) On or prior the requested Advance Date for the 2020 Term C Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone B Event shall have occurred. (c) On or prior the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent shall have received a nonrefundable, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurred. (d) On each Advance Datefollowing conditions precedent: (i) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request. (iia) The representations and warranties set forth of the Borrower and each other Loan Party contained in this Agreement and Article VI or any other Loan Document, or which are contained in Section 5 any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of such Advance Date with the same effect as though made on and as date of such dateCredit Extension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date. (iii) Borrower , in which case they shall be in compliance in all material respects with all the terms true and provisions set forth herein and in each other Loan Document on its part to be observed or performedcorrect as of such earlier date, and at except that for purposes of this Section 5.02, the time representations and warranties contained in subsections (a) and (b) of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance Section 6.05 shall be deemed to constitute refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default shall exist, or would result from such proposed Credit Extension. (c) There shall not have been commenced against the Parent or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (e) Other than Revolving Loans, Swing Line Loans and L/C Obligations, neither the Borrower nor any of its Subsidiaries has incurred any Indebtedness pursuant to Section 4.09(b)(i) of the Indenture. Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty by Borrower on such Advance Date as to that the matters conditions specified in paragraphs Sections 5.02(a), (iib) and (iiic) of this Section 4.2(b) have been satisfied on and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and date of itself, result in a Default or Event of Default hereunderthe applicable Credit Extension.

Appears in 1 contract

Samples: Credit Agreement (BHC Meadows Partner Inc)

Further Conditions. The Company hereby agrees that the waivers and the forbearance contained in Section 5 are subject to compliance with each of the following conditions: (a) On or prior The Company shall provide the requested Advance Date for Holder with monthly business reviews, including financial statements and revised forecasts, within forty-five (45) days after the 2020 Term B Loan Advances, Borrower shall have end of each calendar month (and in any event when such documents are delivered to Agent evidence in form GECC pursuant to the New GECC Agreement), covering (i) financial performance and substance reasonably satisfactory (ii) cash flow projections of the Company's future business as revised from time to Agent that the Milestone A Event shall have occurredtime. (b) On or prior In addition to the requested Advance Date for information required to be provided pursuant to paragraph (b) above, the 2020 Term C Loan AdvancesCompany shall provide the Holder, Borrower shall have not later than forty-five (45) days following the end of each calendar month (and in any event when such documents are delivered to Agent evidence GECC pursuant to the New GECC Agreement), with the portfolio and operating information required by Section 5.1(C) and Exhibit 5.1(C) of the New GECC Agreement as such Section and such Exhibit may be amended front tinge to time. All such reports shall be in form a format and substance reasonably satisfactory on a medium readable by the Holder's computer software, or such other format or medium acceptable to Agent that the Milestone B Event shall have occurredHolder. (c) On or prior to November 30, 1998, the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent Company shall have received a nonrefundablefirm commitment from GECC to extend the New GECC Agreement on terms acceptable to the Holder until at least December 31, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower 2000 or shall have delivered a firm commitment with a lender acceptable to the Holder to replace the financing provided by the New GECC Agreement. The failure of the Company to have in effect the financing provided by GECC or substantially similar financing for not less than $110,000,000, shall constitute an Event of Default under the Amended Note Agreement. If GECC terminates the New GECC Agreement for any reason, the Company shall notify the Holder immediately of such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurredoccurrence. (d) On each Advance Date: (i) Agent If the Company shall have received (i) amend or agree to amend the terms and conditions of the New GECC Agreement, or enter into a new agreement with GECC which has the effect of amending the New GECC Agreement, the Company shall promptly notify the Holder and, at the request of' such Holder, enter into an Advance Request for amendment of this Agreement or a new agreement which has the relevant Advance effect of amending this Agreement, reflecting the changes to the New GECC Agreement. This Amendment and Waiver shall constitute the amendment contemplated by the final paragraph of Section 6 of the Forbearance Agreement as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, amended and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties upon compliance with the conditions set forth in Section 3 of this Amendment and Waiver, the Forbearance Agreement and in Section 5 shall be true of no further force and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier dateeffect. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.

Appears in 1 contract

Samples: Note Agreement (TFC Enterprises Inc)

Further Conditions. (a) On or prior the requested Advance Date for the 2020 Term B Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone A Event shall have occurred. (b) On or prior the requested Advance Date for the 2020 Term C Loan Advances, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone B Event shall have occurred. (c) On or prior the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent shall have received a nonrefundable, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Lender shall have received all necessary internal and credit approvals for the 2020 Term D Loan Advances, (iii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iiiiv) Borrower Agent shall have delivered to Agent evidence Borrower confirmation in form and substance reasonably satisfactory writing that each Lender has agreed to Agent provide its 2020 Term D Loan Advance; provided that for the Milestone C Event avoidance of doubt, each Lender’s determination of whether to provide any such 2020 Term D Loan Advance shall have occurredbe in its sole discretion. (d) On each Advance Date: (i) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Agent may reasonably request. (ii) The representations and warranties set forth in this Agreement and in Section 5 shall be true and correct in all material respects on and as of such Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (iii) Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and is continuing. (iv) The Advance Request in respect of the applicable Advance shall be deemed to constitute a representation and warranty by Borrower on such Advance Date as to the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder.

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)

Further Conditions. (aSubject to the satisfaction of the conditions precedent as set forth in Sections 2(a) On or prior and 2(b), as applicable, the requested Advance Date for Forbearance and the 2020 Term B Loan AdvancesWaiver, Borrower shall have delivered to Agent evidence in form become and substance reasonably satisfactory to Agent that remain effective until the Milestone A Event shall have occurred. (b) On or prior the requested Advance Date for the 2020 Term C Loan AdvancesTermination Date, Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone B Event shall have occurred. (c) On or prior the requested Advance Date for the 2020 Term D Loan Advances, (i) Agent shall have received a nonrefundable, fully earned facility charge in the amount of Forty Two Thousand Five Hundred Dollars ($42,500.00) in good and collected funds, (ii) Borrower shall have delivered such financial and other information required by Agent in form and substance reasonably satisfactory to it and (iii) Borrower shall have delivered to Agent evidence in form and substance reasonably satisfactory to Agent that the Milestone C Event shall have occurred. (d) On each Advance Dateprovided that: (i) Agent the Initial Funding Date shall have received (i) an Advance Request for the relevant Advance as required by Section 2.1(b)occurred on or prior to May 31, duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer2001, and (ii) any other documents Agent may reasonably request.the aggregate principal amount of the funded and committed facilities under the USI Refinancing shall be not less than $900,000,000; (ii) The representations if the Acquisition shall have been consummated on or prior to the Initial Funding Date, by no later than the earlier to occur of the Acquisition and warranties set forth in this Agreement the Initial Funding Date, the Guarantors shall have caused all outstanding obligations under and in Section 5 shall be true and correct in all material respects on and as of such Advance Date connection with the same effect as though made on Credit Agreement to be permanently repaid in full and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.all commitments thereunder terminated; (iii) Borrower if the Acquisition shall be in compliance in all material respects with all not have been consummated on or prior to the terms and provisions set forth herein and in each other Loan Document Initial Funding Date, then, on its part or prior to the Initial Funding Date, (A) the Guarantors shall have caused a payment to be observed or performedmade to the Lenders, in respect of the Guarantors' obligations under the USI Guaranty, in an amount sufficient to reduce the aggregate outstanding principal amount of the Term Loans under the Credit Agreement by not less than $50,000,000, plus the amount of all interest thereon, any funds breakage costs associated therewith, and at all other then due and payable interest and fees under the time Credit Agreement, such amounts to be applied on the Initial Funding Date, first, to any funds breakage costs, interest and fees and, then, to scheduled Term Loan payments in the inverse order of their maturities (the "INITIAL REDUCTION"), and immediately after such Advance no Default or Event (B) U.S. Industries shall establish a committed funding source, in form and substance acceptable to the Administrative Agent, for the following payments: (x) $125,900,000 (subject to reduction), in respect of Default shall have occurred the Final Reduction (defined below), and is continuing.(y) $14,000,000, in respect of management fees that could become payable to Strategic Industries LLC in connection with the Acquisition, and (iv) The Advance Request if the Acquisition is successful at any time after the Initial Funding Date, but, in respect any event, not later than the Termination Date, then, on the closing of the applicable Advance Acquisition, the Guarantors shall cause the remaining outstanding obligations under and in connection with the Credit Agreement to be deemed to constitute a representation permanently repaid in full and warranty by Borrower on such Advance Date as to all commitments thereunder terminated (the matters specified in paragraphs (ii) and (iii) of this Section 4.2(b) and as to the matters set forth in such Advance Request. For the avoidance of doubt, it is understood and agreed that the foregoing are conditions to funding only, and failure to meet any of the foregoing requirements will not, in and of itself, result in a Default or Event of Default hereunder"FINAL REDUCTION").

Appears in 1 contract

Samples: Forbearance and Waiver Agreement (Us Industries Inc /De)