Utilisations during the Certain Funds Period. 4.7.1 Subject to Clause 4.1 (Initial conditions precedent) (other than in respect of 3 (g) of Part I of Schedule 2 (Conditions precedent)), during the Certain Funds Period, the Lenders shall be obliged to comply with Clause 5.4 (Lenders' participation) in relation to a Certain Funds Utilisation, unless on the date of the Utilisation Request and on the proposed Utilisation Date:
(a) a Major Event of Default is continuing or would result from the proposed Utilisation;
(b) a Major Representation is untrue or misleading; and
(c) a change of control (as described in Clause 12.1 (Mandatory Prepayment on Change of Control) has occurred.
4.7.2 During the Certain Funds Period (save in circumstances where, pursuant to sub- clause 4.7.1 above, a Lender is not obliged to comply with Clause 5.4 (Lenders' participation) and subject as provided in Clause 11.1 (Illegality)), none of the Finance Parties shall be entitled to:
(a) cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;
(b) rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;
(c) refuse to participate in the making of a Certain Funds Utilisation;
(d) exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; or
(e) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation, provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period. SECTION 3 UTILISATION
Utilisations during the Certain Funds Period. (a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause 5.4 (Xxxxxxx' participation) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:
(i) no Major Default is continuing or would result from the proposed Certain Funds Utilisation; and
(ii) all the Major Representations are true in all material respects (unless a Major Representation is qualified by materiality, in which case it must be true in all respects).
Utilisations during the Certain Funds Period. (a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:
Utilisations during the Certain Funds Period. (a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will be obliged to comply with Clause 5.4 (Lenders' participation) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:
(i) no Major Event of Default has occurred and is continuing or would result from the proposed Utilisation;
(ii) all Major Representations are true in all respects or, to the extent that the Major Representations are not qualified by materiality or by way of Material Adverse Effect, are true in all material respects;
(iii) no Change of Control has occurred; and
(iv) it is not unlawful in any applicable jurisdiction for that Lender to perform its obligations to lend or participate or maintain its participation in the proposed Utilisation.
Utilisations during the Certain Funds Period. (a) Subject to Clause 4.1 (Initial conditions precedent) and paragraph (b) below, and notwithstanding any other provisions in the Finance Documents, during the relevant Certain Funds Period in relation to Facility B and the Original Revolving Facility, the Lenders under the relevant Facility will only be obliged to comply with Clause 5.4 (Lenders' participation), Clause 6.5 (Issue of Letters of Credit) or Clause 6.6 (Renewal of a Letter of Credit) in relation to a Facility B Loan and an Original Revolving Facility Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:
(i) no Major Default has occurred and is continuing;
(ii) there has not been a Change of Control within the meaning of paragraphs (a) and (b) of the definition of Change of Control;
(iii) in relation to Facility B1, Facility B2, Facility B3 and Original Revolving Facility, with respect to any Material Company, the representations referred to in Clause 24.1 (Status) to Clause 24.6 (Governing law and enforcement) (included), Clause 24.21 (Holding Companies), Clause 24.23 (Sanctions) to Clause 24.25 (Anti-money Laundering) (included) are true (in all material respects, but only if not already subject to a materiality qualification in the relevant representations and warranties);
(iv) in relation to Facility B3 and Original Revolving Facility, with respect to Fintrax International Holdings Limited only, the representations referred to in Clause 24.1 (Status) to Clause 24.6 (Governing law and enforcement) (included), Clause 24.21 (Holding Companies), Clause 24.23 (Sanctions) to Clause 24.25 (Anti-money Laundering) (included) are true (in all material respects, but only if not already subject to a materiality qualification in the relevant representations and warranties);
(v) it is not illegal or contrary to applicable law for a Lender to fund its participation in the Certain Funds Utilisations in accordance with Clause 11.1 (Illegality) (provided that in the event it is illegal for a Lender to fund its participation in the Certain Funds Utilisations, this shall not release other Lenders from their obligation to comply with Clause 5.4 (Lenders' participation) in relation to a Certain Funds Utilisation);
(vi) in respect of Facility B3 only, the Merger Agreement is not terminated for any reason whatsoever; and
(vii) conditions to closing in the Merger Agreement have not been amended or waived in any material respect from the Lenders' interests perspective without ...
Utilisations during the Certain Funds Period. Subject to clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with clauses 5.6 to 5.8 (Lenders' participation) in relation to a Certain Funds Utilisation or a Rollover Loan relating to the Certain Funds Revolving Loan if, on the date of the Utilisation Request (including in respect of the Rollover Loan relating the Certain Funds Revolving Loan) and on the proposed Utilisation Date:
Utilisations during the Certain Funds Period. (a) Subject to Clause 3.1 (Initial Conditions Precedent), during the Certain Funds Period, a Lender will only be obliged to comply with Clause 4.2 (Lenders’ Participations) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:
(i) the Facility Agent has made the notifications contemplated by Clause 3.1 (Initial Conditions Precedent); and
(ii) it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations to lend or participate or maintain its participation in any Loan.
Utilisations during the Certain Funds Period. (a) Subject to Clause 3.1 (Initial Conditions Precedent), during the Certain Funds Period, a Lender will only be obliged to comply with Clause 4.2 (Lenders’ Participations) in relation to a Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:
(i) the representations and warranties in Clause 17.2 (Status) to Clause 17.5 (Non-violation) (inclusive) to be made by the Borrower are true in all material respects in each case by reference to the facts and circumstances then subsisting; and
(ii) it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations to lend or participate or maintain its participation in any Advance.
Utilisations during the Certain Funds Period. (a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lender will be obliged to comply with Clause 5.4 (Xxxxxxx’ participation) in relation to the Loan under the Facility if on the proposed Utilisation Date, no Certain Funds Illegality Event has occurred and is continuing.
(b) During the Certain Funds Period (save in circumstances where, because of the occurrence of a Certain Funds Illegality Event, the Lender is not obliged to comply with Clause 5.4 (Lenders’ participation)), the Lender shall not be permitted or entitled to (or to take any action or threaten to):
(i) cancel any of its Commitments (other than pursuant to Clause 5.5 (Cancellation of Commitments));
(ii) rescind, terminate or cancel this Agreement or the Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents or under any applicable law it may have or take any other action to the extent to do so would or will prevent or limit the making of the Loan;
(iii) refuse or fail to make or participate in the making of the Loan;
(iv) exercise any right of set-off or counterclaim in respect of the Loan to the extent to do so would or will prevent or limit the making of the Loan; or
(v) cancel, accelerate, make demand for or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document to the extent to do so would or will prevent or limit the making of the Loan, provided that immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall, to the extent otherwise permitted, be available to the Lender notwithstanding that they may not have been used or been available for use during the Certain Funds Period.
Utilisations during the Certain Funds Period. (a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period the Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed date of Utilisation:
(i) no Major Default is continuing or would result from the proposed Utilisation;
(ii) none of the circumstances described in Clause 7.2 (Mandatory prepayment on change of control or share ownership) has occurred; and
(iii) the Major Representations are true in all material respects (or, in the case of a Major Representation that is already qualified by materiality under Clause 18 ( Representations), in all respects).
(b) During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.4 (Lenders' participation) and subject as provided in Clause 7.1 (Illegality), Clause 7.9 ( Termination of the Acquisition) and Clause 7.10 (
