Common use of Subsequent Advances Clause in Contracts

Subsequent Advances. On or before the advance by the Lender of the Second Advance, the following conditions shall be satisfied by the Borrower: (a) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (b) the representations and warranties set forth in Article 5 shall be true and accurate; (c) no event shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Advance result in the occurrence of any such event; and (d) the Borrower and New ADB shall have delivered a copy of the minutes of the meeting of shareholders approving the Restructuring, the court order approving the Restructuring and the certificate and articles of arrangement of New ADB issued by the Ministry of Consumer and Business Affairs in connection therewith, all certified by such officers of the Borrower and New ADB as the Lender may reasonably require. (e) the Borrower shall have delivered to Lender (i) executed consents in the form set forth in Schedule 3.2(e) for all Contracts set forth in Schedule 5.18 other than employment contracts entered into by the Borrower not relating to the Xxx.xxx Assets and Xxx.xxx Liabilities as defined in the Co-operation Agreement, and (ii) releases from employees of Old ADB to be employed by New ADB, unless requested otherwise by the Lender, with the form of the release to be approved by the Lender.

Subsequent Advances. On or before the advance by the Lender The obligation of the Second Advance, Lenders to make -------------------- subsequent Advances under the Working Capital Loan as set forth in Section 2 and issue Letters of Credit is subject to satisfaction of the conditions set forth in such Section and the following conditions shall be satisfied by the Borrowerprecedent: (ai) the Lender The Agent shall have received (with an executed copy for each of the Lenders), a proper certificate, dated the date of the requested Advance or issuance of the Letter of Credit, and timely Drawdown Notice from executed by the president or a vice president of Borrower, stating the substance of Subsections 4(b)(ii)(A), (C) and (D); (bii) the All representations and warranties set forth contained in Article 5 Section 8 hereof and in the Security Documents shall be true on the date of such requested Advance as if then given, and accurateBorrower shall have performed or observed all terms, agreements, conditions and obligations hereunder and under the Security Documents to be performed or observed on or prior to the date of such requested Advance; (ciii) no event shall have occurred which would constitute an No Event of Default or which would constitute an Unmatured Event of Default with shall have occurred and be continuing or would result from the giving making of notice or lapse of time or both nor shall the Advance result requested Advance; (iv) Since December 31, 1995, there has been no material adverse change in the occurrence business, financial position or results of any operations of Borrower as assigned by the Partnership to and assumed by Borrower pursuant to the Reorganization; (v) All legal matters relating to the Loan Documents, such eventAdvance and the consummation of the transactions contemplated thereby shall be reasonably satisfactory to the Agent's counsel; and (dvi) the Borrower Such Advance shall not be prohibited by any laws or any regulation or order of any court or governmental authority or agency and New ADB shall have delivered a copy of the minutes of the meeting of shareholders approving the Restructuring, the court order approving the Restructuring and the certificate and articles of arrangement of New ADB issued by the Ministry of Consumer and Business Affairs in connection therewith, all certified by such officers of the Borrower and New ADB as not subject the Lender may reasonably requireto any penalty or other onerous condition under or pursuant to any such law, regulation or order. (e) the Borrower shall have delivered to Lender (i) executed consents in the form set forth in Schedule 3.2(e) for all Contracts set forth in Schedule 5.18 other than employment contracts entered into by the Borrower not relating to the Xxx.xxx Assets and Xxx.xxx Liabilities as defined in the Co-operation Agreement, and (ii) releases from employees of Old ADB to be employed by New ADB, unless requested otherwise by the Lender, with the form of the release to be approved by the Lender.

Subsequent Advances. On or before the advance by date of each Advance Request and on each Advance Date (other than with respect to the Lender of the Second First Initial Advance, the following conditions shall be satisfied by the Borrower:): (a) the Lender he Administrative Agent shall have received a proper and timely Drawdown Notice from the Borrowerall documents it may reasonably request; (b) each of the representations and warranties set forth in Article 5 this Agreement shall be true and accuratecorrect in all material respects on and as of the date of such Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects as of the date of such extension of credit (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no event Default or Event of Default shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Advance result in the occurrence of any such event; andand be continuing; (d) the Borrower no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and New ADB shall have delivered a copy of the minutes of the meeting of shareholders approving the Restructuring, the court order approving the Restructuring and the certificate and articles of arrangement of New ADB issued by the Ministry of Consumer and Business Affairs in connection therewith, all certified by such officers of the Borrower and New ADB as the Lender may reasonably require.is continuing; (e) the Borrower Final Order shall have delivered been entered by the Bankruptcy Court not later than thirty-six (36) days following the Petition Date (or, in the case of the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) the Final Order shall be in full force and effect, and shall not (in whole or in part) have been reversed, modified, amended, stayed, or vacated (or, in the case of the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to Lender the Administrative Agent or the Lenders, the DIP Orders; (i) executed consents delivery of an Advance Request; (j) all fees, expenses (including, without limitation, legal fees and expenses) and other disbursements payable under the Loan Documents or otherwise to be paid to the Administrative Agent and the Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “second day” pleadings and orders at least two (2) Business Days before filing such “second day” pleadings and orders, and the relief requested therein shall be reasonably acceptable in form and substance to the form Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in Schedule 3.2(e) for all Contracts set forth in Schedule 5.18 other than employment contracts entered into by the Borrower not relating to the Xxx.xxx Assets and Xxx.xxx Liabilities as defined in the Co-operation Agreement, and (ii) releases from employees of Old ADB to be employed by New ADB, unless requested otherwise by the Lender, with the form of the release to be approved by the LenderAdvance Request.

Subsequent Advances. On or before (a) The obligation of Lenders to make any Advance subsequent to the advance by the Lender of the Second Advance, Closing Date is subject to the following conditions shall be satisfied by the Borrowerprecedent: (ai) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (b) the All representations and warranties set forth in Article 5 Sections 5.02 through 5.20 hereof shall be true and accurateaccurate as of the Borrowing Date for such Advance, except to the extent altered by actions permitted pursuant to the terms hereof or to the extent Lenders shall have been advised in writing of any inaccuracy with respect to such representations and warranties and shall have waived the same in writing; (cii) no event There shall have occurred which would constitute an no material adverse change in the financial condition, business, prospects, assets, operations, or properties of Borrower, or in the value of the collateral securing Borrower's obligations hereunder, in each case since the date of the most recent financial statements required to be delivered to Agent under Section 7.04(a) of this Agreement; (iii) No Event of Default or which would constitute an Event of Default with the giving of Default, nor any event which, upon notice or lapse of time or both nor both, would constitute such an Event of Default, shall have occurred and be continuing or would have occurred after giving effect to the borrowing contemplated by such Advance; (iv) Each such Advance result shall continue to be secured by a perfected first priority lien (except as otherwise permitted by this Agreement and the Security Documents) arising under the Security Documents in favor of Agent for the occurrence ratable benefit of any such eventLenders and Lenders covering the Collateral; and (d) the Borrower and New ADB shall have delivered a copy of the minutes of the meeting of shareholders approving the Restructuring, the court order approving the Restructuring and the certificate and articles of arrangement of New ADB issued by the Ministry of Consumer and Business Affairs in connection therewith, all certified by such officers of the Borrower and New ADB as the Lender may reasonably require. (e) the Borrower shall have delivered to Lender (i) executed consents in the form set forth in Schedule 3.2(e) for all Contracts set forth in Schedule 5.18 other than employment contracts entered into by the Borrower not relating to the Xxx.xxx Assets and Xxx.xxx Liabilities as defined in the Co-operation Agreement, and (ii) releases from employees of Old ADB to be employed by New ADB, unless requested otherwise by the Lender, with the form of the release to be approved by the Lender.

Subsequent Advances. On or before the advance by the Lender The obligation of the Second AdvanceLenders to make -------------------- subsequent Advances under the Revolver Commitment, all as set forth in Section 2, is subject to satisfaction of the conditions set forth in such Section and the following conditions shall be satisfied by the Borrowerprecedent: (ai) the Lender The Agent shall have received (with an executed copy for each of the Lenders) a proper certificate, dated the date of the requested Advance and timely Drawdown Notice from executed on behalf of Borrower by the president or a vice president of the Borrower, stating the substance of Subsections 3(b)(ii)(A), (C) and (D); (bii) the All representations and warranties set forth contained in Article 5 Section 8 hereof and in the Security Documents shall be true on the date of such requested Advance as if then given, and accurateBorrower shall have performed or observed all terms, agreements, conditions and obligations hereunder and under the Security Documents to be performed or observed on or prior to the date of such requested Advance; (ciii) no event shall have occurred which would constitute an No Event of Default or which would constitute an Unmatured Event of Default with shall have occurred and be continuing or would result from the giving making of notice or lapse of time or both nor shall the Advance result requested Advance; (iv) Since December 31, 1995, there has been no material adverse change in the occurrence business, financial position or results of any operations of Borrower, as assigned by the Partnership to and assumed by Borrower pursuant to the Reorganization; (v) All legal matters relating to the Loan Documents, such eventAdvance and the consummation of the transactions contemplated thereby shall be reasonably satisfactory to the Agent's counsel; and (dvi) the Borrower Such Advance shall not be prohibited by any laws or any regulation or order of any court or governmental authority or agency and New ADB shall have delivered a copy of the minutes of the meeting of shareholders approving the Restructuring, the court order approving the Restructuring and the certificate and articles of arrangement of New ADB issued by the Ministry of Consumer and Business Affairs in connection therewith, all certified by such officers of the Borrower and New ADB as not subject the Lender may reasonably requireto any penalty or other onerous condition under or pursuant to any such law, regulation or order. (e) the Borrower shall have delivered to Lender (i) executed consents in the form set forth in Schedule 3.2(e) for all Contracts set forth in Schedule 5.18 other than employment contracts entered into by the Borrower not relating to the Xxx.xxx Assets and Xxx.xxx Liabilities as defined in the Co-operation Agreement, and (ii) releases from employees of Old ADB to be employed by New ADB, unless requested otherwise by the Lender, with the form of the release to be approved by the Lender.