1Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following: (a) duly executed copies of the Loan Documents to be entered into on the Closing Date, and all other documents and instruments reasonably required by Agent to be executed and/or delivered on or prior to the Closing Date to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) [reserved]; (c) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (d) copy of resolutions of each Borrower’s Board of Directors, certified by an officer of such ▇▇▇▇▇▇▇▇, evidencing (i) approval of the Loan and other transactions evidenced by the Loan Documents, (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf and (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (e) certified copies of the Charter of Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the other Organizational Documents, as amended through the Closing Date, of Borrower; (f) a certificate of good standing for Borrower from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect; (g) copies, dated as of a recent date, of searches for financing statements; (h) filed in the applicable central filing office of each Loan Party’s jurisdiction of incorporation or organization, as applicable, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan Advance, will be terminated or released; (i) payment of the Due Diligence Fee (to the extent not paid to Agent before the Closing Date), Initial Facility Charge and reimbursement of Agent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (j) a duly executed copy of the Perfection Certificate and each exhibit and addendum thereto; (k) all certificates of insurance required hereunder and a summary of each insurance policy maintained by each Loan Party as of the Closing Date; (l) [reserved]; (m) [reserved]; (i) copy of the certificates representing the Equity Interests required to be pledged pursuant to the Pledge Agreement, and (ii) each material debt instrument (if any) endorsed (without recourse) in blank (or accompanied by a transfer form endorsed in blank) by the pledgor thereof required to be pledged to Agent under the Pledge Agreement; and (o) all reports, declarations and forms required by the SBA, including but not limited to SBA 652, SBA 1031 and SBA 480.
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1Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following:
(a) duly executed copies of the Loan Documents (provided that the ACH Authorization shall be in agreed form on or prior to be entered into on the Closing DateDate but need not be executed at such time), and all other documents and instruments reasonably required by Agent to be executed and/or delivered on or prior to the Closing Date to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateralhereby, in all cases in form and substance reasonably acceptable to Agent;
(b) [reserved]duly executed notice (subject to the Debenture) delivered in respect of the bank account in which the proceeds of the Term Loan Advance will be deposited on the Closing Date;
(c) a legal opinion of ▇▇▇▇▇▇▇▇’s 's counsel with respect to any English Borrower and any Loan Documents governed by English law, in form and substance reasonably acceptable to Agent;
(d) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel with respect to any Loan Parties incorporated in the United States and any Loan Documents governed by US law, in form and substance reasonably acceptable to Agent;
(e) copy of resolutions of each Borrower’s Board of Directors, certified by an officer of such ▇▇▇▇▇▇▇▇, evidencing (i) approval of the Loan and other transactions evidenced by the Loan Documents, (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf and behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, (iv) acknowledging that the Loan Documents are in the best interests of that Borrower and for its commercial benefit and the benefit of its members as a whole, and (v) if applicable, appointing a process agent for the service of documents under any overseas Loan Documents;
(ef) if applicable (and excluding in respect to the Company), certified copies of resolutions of each English Borrower’s shareholders approving such Borrower’s (i) entry into this Agreement and the other Loan Documents to which it is a party, and approving the transactions contemplated thereunder, and (ii) amendments to their Charter;
(g) certified copies of the Charter of Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the other Organizational Documents, as amended through the Closing Dateorganization, of Borrower (other than in respect of an English Borrower);
(fh) a certificate of good standing for Borrower (other than any English Borrower) from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effectorganization;
(gi) certified copies, dated as of a recent date, of searches for financing statements;
(h) statements filed in the applicable central filing office of each Loan Party’s jurisdiction the State of incorporation Delaware or organizationDistrict of Columbia, as applicableappropriate, accompanied by written evidence (including any UCC termination statements) indicating that the Liens on any Collateral Collateral, if any, indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan Advance, will be terminated or released;
(ij) payment of the Due Diligence Fee (to the extent not paid to Agent before the Closing Date)Fee, Initial Facility Charge and reimbursement of Agent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;
(jk) a duly executed copy of the Perfection Certificate and each exhibit and addendum thereto;
(kl) all certificates of insurance required hereunder and a summary copies of each insurance policy maintained by policy, in each Loan Party case as of the Closing Date;
(l) [reserved]required under Article 6 hereof;
(m) [reserved];in respect of each company incorporated in the United Kingdom whose shares are the subject of security (a "Charged Company"), either:
(i) copy a certificate of the certificates representing the Equity Interests required to be pledged pursuant to the Pledge Agreement, and (ii) each material debt instrument (if any) endorsed (without recourse) in blank (or accompanied by a transfer form endorsed in blank) by the pledgor thereof required to be pledged to Agent under the Pledge Agreement; and
(o) all reports, declarations and forms required by the SBA, including but not limited to SBA 652, SBA 1031 and SBA 480.an authorised signatory of such Charged Company certifying that:
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Sources: Loan and Security Agreement (Adaptimmune Therapeutics PLC)
1Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following:
(a) duly executed copies of the Loan Documents to be entered into on the Closing Date, and all other documents and instruments reasonably required by Agent to be executed and/or delivered on or prior to the Closing Date to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent;
(b) [reserved];
(c) a legal opinion of ▇▇Bo▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent;
(d) copy of resolutions of each Borrower’s Board of Directors, certified by an officer of such ▇▇Bo▇▇▇▇▇▇, evidencing (i) approval of the Loan and other transactions evidenced by the Loan Documents, (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf and (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party;
(e) certified copies of the Charter of Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the other Organizational Documents, as amended through the Closing Date, of Borrower;;
(f) a certificate of good standing for Borrower from its jurisdiction of organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified could have a Material Adverse Effect;
(g) copies, dated as of a recent date, of searches for financing statements;
(h) filed in the applicable central filing office of each Loan Party’s jurisdiction of incorporation or organization, as applicable, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan Advance, will be terminated or released;
(i) payment of the Due Diligence Fee (to the extent not paid to Agent before the Closing Date), Initial Facility Charge and reimbursement of Agent’s and ▇▇Le▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;
(j) a duly executed copy of the Perfection Certificate and each exhibit and addendum thereto;
(k) all certificates of insurance required hereunder and a summary of each insurance policy maintained by each Loan Party as of the Closing Date;
(l) [reserved];
(m) [reserved];
(i) copy of the certificates representing the Equity Interests required to be pledged pursuant to the Pledge Agreement, and (ii) each material debt instrument (if any) endorsed (without recourse) in blank (or accompanied by a transfer form endorsed in blank) by the pledgor thereof required to be pledged to Agent under the Pledge Agreement; and
(o) all reports, declarations and forms required by the SBA, including but not limited to SBA 652, SBA 1031 and SBA 480.
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