Common use of Conditions Precedent to Initial Loan Clause in Contracts

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fd) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Pacific Western Bank, together with all documents reasonably required in connection with the payoff and release of security interests; (e) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative AgentLender, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hg) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (ih) a legal opinion of counsel to Borrower Representative; and (ji) payment of the fees then due in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders ▇▇▇▇▇▇ shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a1) duly executed signatures to this Agreement; (b2) duly executed original signatures to the Warrant; (c3) duly executed signatures to the Fee Letter; (d4) [reserved]; (e5) [reserved]; (6) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f7) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) 8) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h9) a legal opinion of counsel to ▇▇▇▇▇▇▇▇; (10) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j11) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantIP Security Agreement; (c) duly executed signatures to the Success Fee LetterAgreement; (d) [reserved]duly executed signatures to the Account Control Agreement(s) required under Section 6.6(b); (e) duly executed signatures to the Collateral Access Agreement(s) for such locations as Agent may require; (f) for each Borrower, a certificate of each such Borrower, duly executed by a Responsible OfficerOfficer of such Borrower, certifying and attaching (i) the Operating DocumentsDocuments of such Borrower, (ii) resolutions duly approved by each the Board of such Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each such Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fg) [a payoff letter from SVB in respect of the Existing Indebtedness]1; (h) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gj) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hk) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (il) a legal opinion of counsel to B▇▇▇▇▇▇▇▇; (m) projections for Borrower Representative’s fiscal year ending December 31, 2022; (n) all documentation and other information that Agent or any Lender reasonably requires in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to include a duly executed copy of an IRS Form W-9 or other such applicable IRS Forms; (o) a disbursement letter, duly executed by Borrower Representative; (p) the Automatic Payment Authorization, duly executed by Borrower Representative; (q) payment of the closing fee and Lender Expenses in excess of the Good Faith Deposit then due as specified in Section 2.4(a); and (jr) payment completion of the fees then due in accordance with the Fee Lettersuch matters and delivery of such documents as Agent may reasonably require.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed original signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fe) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (g) a legal opinion of counsel to Borrower; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4.

Conditions Precedent to Initial Loan. Each Lender’s The obligation of each Lender to make the First Tranche Term Loans its initial Loan is subject to the condition precedent that Lenders the Administrative Agent shall have received, on or before the Closing Date, in form and substance satisfactory to the Administrative AgentAgent and counsel to the Lenders, the following: (a) this Agreement, each Revolving Credit Note and each Competitive Bid Note, duly executed by the Borrower; (b) a certificate of the Secretary or an Assistant Secretary of the Borrower (i) with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and the Notes and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers, (ii) the articles of incorporation and bylaws in effect on the Closing Date, and (iii) stating that all insurance that is required by this Agreement to be in effect is in effect on the Closing Date; (c) a certificate of the Secretary of State of the State of Delaware, as to legal existence and good standing (including tax good standing) of the Borrower in such state and listing all documents on file in the office of said Secretary of State; (d) a favorable legal opinion addressed to the Administrative Agent and each Lender from Phil▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇quire,assistant general counsel to the Borrower, substantially in the form of Exhibit G hereto; (e) such other documents, and completion of such other matters, as the Administrative Agent or counsel for any Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency;; and (f) evidence of satisfaction of all outstanding Loans (as that term is defined in the Perfection Certificate of Borrower Representative, together with Existing Credit Agreement) under the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee LetterExisting Credit Agreement.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]duly executed signatures to the Account Control Agreement(s) required under Section 6.6(b); (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) a legal opinion of counsel to the Loan Parties; (i) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees in accordance with the Fee Letter and Lender Expenses then due as specified in Section 2.4(a), subject to application of the deposit in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan on the Closing Date is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter;[Reserved] (d) [reservedReserved]; (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) subject to Section 3.3(b), evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) a legal opinion of counsel to the Loan Parties; (i) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due and payable in accordance with the Fee LetterLetter and Secured Party Expenses then due as specified in Section 2.4(a), and subject to Section 2.4(c). The execution and delivery of this Agreement by each Lender and Administrative Agent shall serve as such ▇▇▇▇▇▇’s and Administrative Agent’s confirmation that the form and substance of the above mentioned Loan Documents are satisfactory to Administrative Agent.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriaterequest, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the Warrant; (ca) duly executed signatures to the Fee Letter; (db) [reserved]; (ec) [reserved]; (d) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (e) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Banc of California, together with all documents reasonably required in connection with the payoff and release of security interests; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (h) a legal opinion of counsel to the Loan Parties; (i) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee LetterLetter and Secured Party Expenses then due as specified in Section 2.4.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee LetterAccount Control Agreement(s) required under Section 6.6(b); (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fe) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (hg) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (ih) a legal opinion of counsel to Borrower RepresentativeBorrowers; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4(a).

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: : (a) duly executed signatures to this Agreement; ; (b) duly executed original signatures to the Warrant; ; (c) duly executed signatures to the Fee Letter; ; (d) [reserved]; (e) for each Loan Party, a certificate of each Borrowersuch Loan Party, duly executed by a Responsible OfficerOfficer of such Loan Party, certifying and attaching (i) the Operating DocumentsDocuments of such Loan Party, (ii) resolutions duly approved by each Borrower’s Boardthe Board of such Loan Party, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrowersuch Loan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; ; (fe) the Perfection Certificate a perfection certificate of Borrower Representative, together with the duly executed signature thereto; thereto (gthe “Perfection Certificate”); (f) evidence reasonably satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; ; (g) a legal opinion (authority and enforceability) of counsel to the Loan Parties; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfertransfer with respect to each stock certificate, duly executed by the holder of record of such Shares and in blank; ; and (i) a legal opinion of counsel to Borrower Representative; and (j) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4(a).

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed signatures to the WarrantFee Letter; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each BorrowerLoan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each BorrowerLoan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fd) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Perceptive Credit Holdings II, LP, together with all documents reasonably required in connection with the payoff and release of security interests; (e) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory a legal opinion of counsel to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effectLoan Parties; (hg) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (jh) payment of the fees in accordance with the Fee Letter and Lender Expenses then due as specified in Section 2.4(a), subject to application of the deposit in accordance with the Fee Letter.

Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans initial Loan is subject to the condition precedent that Lenders Lender shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to this Agreement; (b) duly executed original signatures to the Warrant; (c) duly executed signatures to the Fee Letter; (d) [reserved]; (e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (fe) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (gf) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect; (g) a legal opinion of counsel to Borrower; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Borrower Representative; and (ji) payment of the fees then due in accordance with the Fee LetterLetter and Lender Expenses then due as specified in Section 2.4.