Common use of Conditions of Disbursement Clause in Contracts

Conditions of Disbursement. 1. 04A First Tranche (a) a certified copy of the Borrower's constitutional documents and of the Licence; (b) evidence satisfactory to the Bank that the execution of this Contract by the Borrower has been duly authorised and that the person or persons signing the Contract on behalf of the Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons; (c) evidence that the Borrower has obtained all necessary Authorisations required in connection with entering into and delivering this Contract; (d) if required by the Bank, evidence that the Borrower has obtained all necessary Authorisations required in connection with the Project; (e) the duly executed Guarantee Agreement, in form and substance satisfactory to the Bank; (f) evidence satisfactory to the Bank that the execution of the Guarantee Agreement by the Guarantor has been duly authorised and that the person or persons signing the Guarantee Agreement on behalf of the Guarantor is/are duly authorised to do so together with the specimen signature of each such person or persons; (g) evidence that the Guarantor has obtained all necessary Authorisations required in connection with entering into and delivering the Guarantee Agreement; (h) evidence that the fees, costs and expenses then due from the Borrower have been paid, including those payable pursuant to Article 9 of this Contract (other than any fees to be invoiced by N▇▇▇▇▇ ▇▇▇▇ LLP in connection with the preparation and execution of this Contract and the Guarantee Agreement and with the conditions precedent to be satisfied under this Article 1.04); (i) a due capacity, execution and enforceability opinion in relation to this Contract and the Guarantee Agreement of N▇▇▇▇▇ ▇▇▇▇ LLP, legal advisers to the Bank in England; (j) a certified copy of the Revolving Facility Agreement;

Conditions of Disbursement. 1. 04A First TrancheTranche The disbursement of the first Tranche under Article 1.02 is conditional upon receipt by the Bank, in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date, of the following documents or evidence: (a) a certified copy (certified by a Managing Director of the Borrower's constitutional documents Borrower as a true and up to date copy) of the Licence; resolution of the competent body (bgeneral meeting of shareholders) evidence satisfactory to of the Bank that Borrower duly authorising the execution of this Contract by the Borrower has been and duly authorised and that authorising the person or persons signing the this Contract on behalf of the Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons; b) a certified copy (certified by a Managing Director of Curetis NV as a true and up to date copy) of the resolution of the competent body (board of directors and supervisory board) of Curetis NV duly authorising the execution of the Initial Guarantee Agreement and duly authorising the person or persons signing the Initial Guarantee Agreement on behalf of Curetis NV together with the specimen signature of each such person or persons; c) evidence that the Borrower has obtained all necessary Authorisations required in connection with entering into this Contract and delivering this Contract; (d) if required by the Bank, evidence that the Borrower has obtained all necessary Authorisations required in connection with the Project; (d) this Contract duly executed by the Borrower; e) the duly executed Initial Guarantee Agreement; f) a legal opinion of ▇▇▇▇▇ Lovells International LLP, addressed to the Bank, on the legality, validity and enforceability of each Finance Document governed by English law, such legal opinion to be in the form distributed to the Bank prior to the signing of this Contract; g) a legal opinion of CMS ▇▇▇▇▇▇ ▇▇▇▇▇, Partnerschaft von Rechtsanwälten und Steuerberatern mbB, addressed to the Bank in form and substance satisfactory to the Bank, on the valid existence of the Borrower, the authority and capacity of the Borrower to enter into this Contract and on the due execution and choice of law of this Contract; (f) evidence satisfactory to the Bank that the execution of the Guarantee Agreement by the Guarantor has been duly authorised and that the person or persons signing the Guarantee Agreement on behalf of the Guarantor is/are duly authorised to do so together with the specimen signature of each such person or persons; (g) evidence that the Guarantor has obtained all necessary Authorisations required in connection with entering into and delivering the Guarantee Agreement; (h) evidence that the fees, costs and expenses then due from the Borrower have been paid, including those payable pursuant to Article 9 a legal opinion of this Contract (other than any fees to be invoiced by NCMS ▇▇▇▇▇ ▇▇▇▇ LLP in connection with the preparation and execution of this Contract and the Guarantee Agreement and with the conditions precedent to be satisfied under this Article 1.04); (i) a due capacityStar Busmann NV, execution and enforceability opinion in relation to this Contract and the Guarantee Agreement of N▇▇▇▇▇ ▇▇▇▇ LLP, legal advisers addressed to the Bank in Englandform and substance satisfactory to the Bank, on the valid existence of Curetis NV, the authority and capacity of Curetis NV to enter into the Initial Guarantee Agreement and on the due execution and choice of law of the Initial Guarantee Agreement; (i) copies of the latest audited consolidated financial statements of the Group and the latest unaudited financial statements of the Borrower and of Curetis NV; j) a certified copy copies of the Revolving Facility Agreementconstitutional documents of the Borrower and Curetis NV; k) the group structure chart showing the Group as of the date of this Contract; l) a certificate of an authorised signatory of the Borrower and Curetis NV certifying that each copy document relating to it specified in this Article 1.04A is correct, complete and in full force and effect as at a date no earlier than the date of this Contract; m) evidence that insurances in accordance with the requirements of Article 6.05

Conditions of Disbursement. 1. 04A First Tranche The disbursement of the first Tranche under Article 1.02 is conditional upon receipt by the Bank in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date for the first Tranche, of the following documents or evidence: (a) a certified copy of the Borrower's constitutional documents and of the Licence; (b) evidence satisfactory to the Bank that the execution of this Contract by the each Borrower has been duly authorised and that the person or persons signing the Contract on behalf of the each Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons; (cb) evidence that the Borrower has Borrowers have obtained all necessary Authorisations required in connection with entering into this Contract and delivering this Contract; (d) the Project or, if required none are required, a declaration by the BankBorrowers, evidence signed by a person or persons duly authorised to act on behalf of the Borrowers, that the Borrower has obtained all necessary no Authorisations are required in connection with this Contract or the Project; (ec) the duly executed Guarantee Agreement, in form and substance satisfactory to the Bank; (fd) evidence satisfactory to the Bank that the execution of the Guarantee Agreement by the Guarantor has been duly authorised and that the person or persons signing the Guarantee Agreement on behalf of the Guarantor is/are duly authorised to do so together with the specimen signature of each such person or persons (unless such specimen signatures are provided under paragraph (a) above); (e) the duly executed solvency certificate in the form set out in Schedule F, together with evidence that the execution of the solvency certificate by the Borrowers has been duly authorised and that the person or persons signing the solvency certificate on behalf of the Borrowers is/are duly authorised to do so together with the specimen signature of each such person or persons; (f) in respect of the Guarantor, a certificate of good standing (or equivalent) issued as of a recent date by the Secretary of State or other appropriate official of the Guarantor's jurisdiction of incorporation, organisation or formation and principal place of business; (g) evidence that an English law legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP in relation to enforceability of the Guarantor has obtained all necessary Authorisations required Finance Documents (as to English law), governmental consents, registration requirements, stamp duties and choice of law in connection with entering into and delivering a form satisfactory to the Guarantee AgreementBank; (h) a Luxembourg law legal opinion of Stibbe Avocats, Luxembourg in relation to the Borrowers covering, inter alia, status, powers and authority, non-conflict, governmental consents, registration requirements, stamp duties, choice of law and recognition of judgments opinion, in a form satisfactory to the Bank; (i) an Indiana law legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP in relation to the Guarantor covering, inter alia, status, powers and authority, non-conflict, governmental consents, registration requirements, stamp duties, choice of law, recognition of judgements; in a form satisfactory to the Bank; (j) a Delaware law legal opinion in relation to (i) choice of law (ii) recognition of judgements (iii) that it is not necessary under the laws of Delaware in order to enable the Bank to enforce its rights against the Guarantor under the Guarantee Agreement or this Contract or by reason of the execution of those documents or the performance by the Bank of its obligations under those documents, that the Bank should be licensed, qualified or otherwise entitled to carry on business in Delaware and (iv) the Bank is not and will not be deemed to be resident, domiciled or carrying on business in Delaware by reason only of the execution, performance and/or enforcement of the Guarantee Agreement or this Contract; in a form satisfactory to the Bank; ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ BK:37209258.7 18 (k) evidence of compliance with Article 6.10; (l) evidence that the process agents referred to in Article 11.03 and article 3.9 of the Guarantee Agreement have accepted their appointment; and (m) evidence that the Bank has received payment in full of all fees, costs and expenses then due from the Borrower have been paid, including those payable pursuant Borrowers in relation to Article 9 of this Contract (other than any fees including the Up-front Fee) and of all fees, costs and expenses then due from the Guarantor in relation to be invoiced by N▇▇▇▇▇ ▇▇▇▇ LLP in connection with the preparation and Guarantee Agreement, it being anticipated that, apart from the execution of the Guarantee Agreement on or about the same date as this Contract and the Guarantee Agreement apart from (k) and with the (m), each of these conditions precedent are expected to be satisfied progressed as soon as practical after signing. 1. 04B All Tranches The disbursement of each Tranche under this Article 1.04);1.02, including the first, is conditional upon: (a) receipt by the Bank in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date for the proposed Tranche, of the following documents or evidence: (i) a due capacitycertificate from both of the Borrowers in the form of Schedule E.1; (ii) a certificate from the Guarantor in the form of Schedule E.2; (iii) evidence of the authority of the person or persons authorised to sign the certificates under paragraphs (i) and (ii) above and the specimen signature of such person or persons; (iv) a copy of any other authorisation or other document, execution opinion or assurance which the Bank has notified the Borrowers is necessary or desirable in connection with the entry into, delivery and enforceability opinion in relation to this performance of, and the transactions contemplated by, the Contract and or the Guarantee Agreement or the validity and enforceability of N▇▇▇▇▇ ▇▇▇▇ LLP, legal advisers to the Bank in England;same. (jb) a certified copy that on the Scheduled Disbursement Date for the proposed Tranche: (i) the representations and warranties which are repeated pursuant to Article 6.12 are correct in all material respects; and (ii) no event or circumstance which constitutes or would with the passage of the Revolving Facility Agreement;time or giving of notice under this Contract constitute: