Common use of To Additional Term Loans Clause in Contracts

To Additional Term Loans. In addition to the conditions precedent specified in Section 5.1, the obligation of Lenders to make any Additional Term Loan pursuant to Section 2.2 shall be subject to (i) Lenders’ approval of such Additional Term Loan in their sole discretion, which approval may be withheld by Lenders for any reason or for no reason, and (ii) the following terms and conditions precedent, each of which shall be satisfactory in all respects to Agent and Lenders: (a) Such Additional Term Loan shall be of a principal amount (i) not less than $250,000 and (ii) not to exceed an amount equal to the Additional Term Loan Commitment minus the aggregate principal amount of all Additional Term Loans made by Lenders prior to the proposed Loan Date. (b) Lenders have received all of the following items, each fully executed and in Proper Form: (i) the Loan Request for such Additional Term Loan; and (ii) a certificate of the secretary of each Loan Party, certifying as to its certificate of formation or other applicable charter document and the operating agreement or bylaws, as applicable, of such Loan Party, the incumbency of its officers executing Loan Documents on such Loan Date and their specimen signatures and resolutions adopted by its board of directors authorizing the Additional Term Loan. (c) Lenders have received, if requested, each of the following in Proper Form: (i) Lien search reports from the state and county UCC records, tax lien records, bankruptcy records for each of the jurisdictions where any Loan Party is organized or authorized to do business or does business, which shows no Liens on the Collateral other than Permitted Liens; (ii) Certificates of Existence and Good Standing for each Loan Party from each of the jurisdictions where such Loan Party is organized or authorized to do business; (iii) Certificates of Insurance or other proof, satisfactory to Lenders, that the Loan Parties have the insurance coverage required by Section 8.8. (d) Each of the following has been completed, satisfied, or is true and correct as of the applicable Loan Date: (i) all of the representations and warranties of the Loan Parties in the Loan Documents are true and correct in all material respects (except to the extent that the representations and warranties speak to a specific date, in which case they are true and correct in all material respects as of such specific date), after giving effect to any updates or supplements to the Schedules delivered by Loan Parties to Agent in writing prior to such Loan Date; (ii) no Material Adverse Event exists; (iii) no Litigation is pending against the Loan Parties which, if adversely determined, would reasonably be expected to result in a Material Adverse Event; (iv) no Default or Potential Default exists; and (v) Loan Parties have paid the fees under Section 4.2 and the fees and expenses under Section 8.11.

To Additional Term Loans. In addition to the conditions precedent specified in Section 5.1, the obligation of Lenders to make any Additional Term Loan pursuant to Section 2.2 shall be subject to (i) Lenders’ approval of such Additional Term Loan in their sole discretion, which approval may be withheld by Lenders for any reason or for no reason, and (ii) the following terms and conditions precedent, each of which shall be satisfactory in all respects to Agent Agent, Lenders and Lenderstheir counsel: (a) Such Additional Term Loan shall be of a principal amount (i) not less than $250,000 and (ii) not to exceed in an amount greater than or equal to the Additional Term Loan Commitment minus the aggregate principal amount of all Additional Term Loans made by Lenders prior to the proposed Loan Date$500,000. (b) Lenders have received all of the following items, each fully executed and in Proper Form: (i) the Loan Request for such Additional Term Loan; and; (ii) a certificate of the secretary of each Loan PartyBorrower, certifying as to its the certificate of formation incorporation and bylaws (or other applicable charter document and the operating agreement or bylawsorganizational documents, as applicable, ) of such Loan PartyBorrower, the incumbency of its officers executing Loan Documents on such Loan Date and their specimen signatures and resolutions adopted by its board of directors authorizing the Additional Term Loan; and (iii) such other certificates, documents and agreements as Lenders may reasonably request. (c) Lenders have received, if requested, each of the following in Proper Form: (i) Lien search reports from the state and county UCC records, tax lien records, bankruptcy records for each of the jurisdictions where any Loan Party Borrower is organized or authorized to do business or does businessorganized, which shows no Liens on the Collateral other than Permitted Liens, including from the Delaware Secretary of State; (ii) Certificates of Existence and Good Standing from Delaware and Texas for each Loan Party the Company, ADI, and Legiant, and from each of the jurisdictions where such Loan Party is organized or authorized to do businessDelaware, Massachusetts, and Texas for PeopleCube; (iii) Certificates of Insurance or other proof, satisfactory to Lenders, that the Loan Parties Borrowers have the insurance coverage required by Section 8.8. (d) Each of the following has been completed, satisfied, or is true and correct as of the applicable Loan Date: (i) all of the representations and warranties of the Loan Parties Borrowers in the Loan Documents are true and correct in all material respects (except to the extent that the representations and warranties speak to a specific date, in which case they are true and correct in all material respects as of such specific date), after giving effect to any updates or supplements to the Schedules delivered by Loan Parties to Agent in writing prior to such Loan Date; (ii) no Material Adverse Event exists; (iii) no material Litigation is pending against the Loan Parties which, if adversely determined, would reasonably be expected to result in a Material Adverse Eventexists; (iv) no Default or Potential Default exists; and (v) Loan Parties Borrowers have paid the fees under Section 4.2 and the fees and expenses under Section 8.11. Borrowers’ delivery of the Loan Request for such Additional Term Loan to Lenders shall constitute a representation and warranty by the Borrowers to Lenders that the statements in this Section 5.3 are true and correct in all respects.