Conditions Precedent to the Advances Sample Clauses

Conditions Precedent to the Advances. The obligation of MERCK to make any Advance hereunder is subject to the satisfaction of each of the following conditions precedent:
Sample 1
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Conditions Precedent to the Advances. The obligation of the Lenders to make any Advance on the Acquisition Closing Date is subject to the satisfaction or waiver by the Lenders of the following conditions precedent: (a) the Agent has received timely notice as required under Section 4.3; (b) the Acquisition Agreement in effect as of 13 March 2021 shall not have been altered, amended or otherwise changed or supplemented or any provision waived or consented to by the Borrower in a manner that is materially adverse to the Lenders (in their capacity as such), without the prior written consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); it being understood and agreed that (a) (i) any decrease in the Arrangement Consideration (as defined in the Acquisition Agreement in effect as of 13 March 2021) of less than 10% shall not be materially adverse to the interests of the Lenders so long as the cash portion of such decrease is allocated to reduce the Bridge Facility on a dollar-for-dollar basis and (ii) any decrease in the Arrangement Consideration of equal to or greater than 10% shall be deemed to be materially adverse to the interests of the Lenders, (b)(i) any increase in the Arrangement Consideration equal to or greater than 15% of the Arrangement Consideration shall be deemed to be materially adverse to the interests of the Lenders and (ii) any increase in the Arrangement Consideration of less than 15% of the Arrangement Consideration shall be materially adverse to the interests of each Lender unless funded with the proceeds of equity securities or cash on hand or in the form of equity securities and (c) any amendment, modification, waiver or consent that results in a change to the definition of the term “Material Adverse Effect” (as defined in the Acquisition Agreement in effect as of the date of this Agreement) shall be deemed to be materially adverse to each Lender; (c) the Acquisition shall have been, or shall concurrently with the funding of the Credits be, consummated in all material respects in accordance with the terms of the Acquisition Agreement, as such terms may be altered, amended or otherwise changed, supplemented, waived or consented to in accordance with Section 3.2.1(b); - 26 - (d) the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects as of the Acquisition Closing Date; (e) the Joint Lead Arrangers and the Lenders shall have received: (A) audited consolidat...
Sample 1
Conditions Precedent to the Advances. The Lender's obligation to make the New Term Advance and any Revolving Advances hereunder shall be subject to the condition precedent that the Lender shall have received all of the following, each in form and substance satisfactory to the Lender: This Agreement, properly executed by the Borrower. The Notes, properly executed by the Borrower. Separate certificates of the Borrower's Secretary or Assistant Secretary certifying as to (i) the resolutions of the Borrower's directors and, if required, shareholders, authorizing the execution, delivery and performance of the Loan Documents and the Borrower's guaranty of Jens' Obligations to the Lender, (ii) the Borrower's articles of incorporation and bylaws, and (iii) the signatures of the Borrower's officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower's behalf. Current certificates issued by the Secretary of State of the Borrower's state of incorporation, certifying that the Borrower is in compliance with all applicable organizational requirements of such state.
Sample 1
Conditions Precedent to the Advances 
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Related to Conditions Precedent to the Advances

  • Conditions Precedent to Advances Notwithstanding any other provision of this Agreement, no Loan proceeds, Revolving Credit Loans, advances or other extensions of credit under the Loan shall be disbursed under this Agreement unless the following conditions have been satisfied or waived immediately before such disbursement:

  • Conditions Precedent to All Advances The obligation of Bank to make each Advance, including the initial Advance, is further subject to the following conditions:

  • Conditions Precedent to the Loan The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • Conditions Precedent to Loans The obligation of each Lender to make any Loans is subject, at the time of each such Loan, to the satisfaction of the following conditions:

  • CONDITIONS PRECEDENT TO EACH ADVANCE Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

  • Conditions Precedent to Initial Advances The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank:

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • Conditions Precedent to Borrowings 5.1 Conditions Precedent to the Initial Borrowing of TBC 37 5.2 Conditions Precedent to Each Committed Borrowing of TBC 38 5.3 Conditions Precedent to Each Bid Borrowing of TBC 38 5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower 39 5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary Borrower 39 5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower 40

  • Conditions Precedent to All Borrowings The obligation of each Lender to make an Advance on the occasion of each Borrowing and of the Issuing Lender to issue, increase, or extend any Letter of Credit shall be subject to the further conditions precedent that on the date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit:

  • Conditions Precedent to the Initial Advance The obligations of the Banks hereunder and the obligation of each Bank to make the Initial Advance are subject to the condition precedent that Administrative Agent shall have received and approved on or before the Closing Date (other than with respect to paragraph (10) below which shall be required prior to the Initial Advance) each of the following documents, and each of the following requirements shall have been fulfilled:

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