Conditions to drawdown Clause Samples

Conditions to drawdown. Save as otherwise provided in this Agreement, an Advance will be made by the Lenders to the Borrower if: (a) the Administrative Agent has received from the Borrower a duly completed Drawdown Request for that Advance not later than 10.00 a.m. on a day which is no more than 10 nor less than 3 Business Days prior to the proposed Drawdown Date for such Advance, receipt of which shall oblige the Borrower to borrow the amount requested on the date stated upon the terms and subject to the conditions contained in this Agreement; (b) the proposed Drawdown Date is a Business Day which is or precedes the Termination Date; (c) the proposed amount of such Advance is equal to the Applicable Advance Amount; (d) the Administrative Agent has received confirmation that the Charter Service Reserve Deposit is at least $250,000,000 (less the amount of any pre-paid charter hire as agreed in advance with the Administrative Agent); and (e) the Administrative Agent has received evidence satisfactory to it that: (i) any Indebtedness outstanding (other than the Outstandings) in relation to the relevant Collateral Vessel or Collateral Vessel Owner has been discharged in full (or will be discharged in full, immediately upon the provision of (x) such Advance and (y) (where that Indebtedness is in respect of more than one Collateral Vessel) such other Advances (if applicable) requested to be made on the same Drawdown Date); and (ii) any Encumbrances over the relevant Collateral Vessel securing any such Indebtedness have been (or immediately upon the provision of such Advances, will be) released; (f) immediately after the making of such Advance there will be no more than forty seven Advances outstanding; (g) no Default has occurred which is continuing or would occur from the making of such Advance and no other circumstances exist or will arise in connection with the making of such Advance which will have a Material Adverse Effect; (h) each of the representations made in Clause 15 (Representations and Warranties) is true and will continue to be true, in each case, in all respects, following the making of the relevant Advance, provided that any such representation which expressly relates to a given date or period shall be required to be true solely in respect of that date or period; (i) in relation to the relevant Acquisition, the Administrative Agent has received (or it is satisfied that immediately upon the making of the relevant Advance, it will receive) each of the documents referred t...

Conditions to drawdown. Notwithstanding anything to the contrary expressed or implied in this Agreement, the Lender’s obligation to make the Shareholder Loan available to the Borrower is subject to the satisfaction of each of the following conditions: (A) All corporate and other proceedings in connection with the Shareholder Loan contemplated by this Agreement shall be in form and substance satisfactory to the Lender, and the Lender shall have received all such original or certified or other copies of such documents as it may reasonably request, including without limitation, a resolution of the board of directors of the Borrower approving their acceptance of the terms of this Agreement and authorising and directing the Borrower to duly execute and deliver this Agreement and any other related documents; (B) Not later than the second (2) Business Day before the proposed Drawdown Date in a drawdown notice, the Lender shall have received a drawdown notice for the Shareholder Loan duly signed and approved by the Borrower; (C) The representations and warranties of the Borrower contained herein shall be true on and as of the proposed Drawdown Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be true and accurate on and as of such earlier date). The Borrower shall have performed or observed all covenants, agreements and conditions contained herein required to be performed or observed by the Borrower on or before the proposed Drawdown Date; and (D) No Event of Default shall have occurred and be continuing.

Conditions to drawdown. ‌ 4.1 The Agreement on the part of the Lender to provide the Tranche A Commitment on the date of this Agreement and provide the Loan under clause 3(a) (Drawdown) shall be conditional upon the receipt by the Lender from the Borrower of: (a) this Agreement executed by the Borrower; (b) the Debenture executed by the Borrower; (c) the Intercreditor Agreement executed by the Borrower, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (d) the Share Purchase Agreement executed by the Lender and the shareholders of the entire issued share capital of the Borrower at the date of this Agreement; (e) a copy of a resolution of the board of directors of the Borrower approving the terms of, and the transactions contemplated by, the Finance Documents; (f) a copy of a resolution of the board of directors of the Borrower approving the terms of, and the transactions contemplated by, the Share Purchase Agreement; and (g) a copy of any other document, opinion or assurance which the ▇▇▇▇▇▇ considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Documents. 4.2 The Agreement on the part of the Lender to provide the Tranche B Commitment following the Tranche B CP Satisfaction Date and provide the Loan under clause 3(b) (Drawdown) shall be conditional upon the receipt by the Lender from the Borrower of a copy of any other document, opinion or assurance which the Lender considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Documents in respect of the advance of the Tranche B Commitment (including an explanation of the purpose for the use of proceeds from the Tranche B Commitment).

Conditions to drawdown. The obligation of UBS to fund a Drawdown by the Issuer on any Drawdown Date is subject to the satisfaction of the following conditions:

Conditions to drawdown. The agreement of each Lender to make its Loan on the Drawdown Date in accordance with Section 2.2 is subject to the conditions precedent set forth in Section 4.1 having been satisfied or waived on the Closing Date and the satisfaction (or waiver by the Lenders) of the following conditions precedent prior to or concurrently with the making of such Loan on the Drawdown Date (it being acknowledged and agreed that a portion of the proceeds of the Term Loan shall be applied to the prepayment of the existing debt of Pagbilao and Sual in accordance with the Payoff Documents):

Conditions to drawdown. (a) The Lender will only be obliged to make the Loan available to the Borrower if on the proposed Utilisation Date: (i) The Lender has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lender (acting reasonably). The Lender shall notify the Borrower immediately upon being so satisfied. For the avoidance of doubt, the conditions precedent in Part A of Schedule 2 (Conditions precedent) may only be waived if so agreed between the Borrower and the Lender in writing. (ii) no Default is continuing or would result from the Loan being made on the proposed Utilisation Date; and (iii) the Repeating Representations are true in all material respects. (b) Any of the Borrower’s directors is authorised to deliver a Utilisation Request to the Lender, including by e-mail, not later than 11:00am (London) on the seventh Business Day before the proposed Utilisation Date. Such notice must specify that the Loan is to be drawn in full, the proposed Utilisation Date and the details of the bank account to which the Lender should pay the Loan. If the Utilisation Request is received by the Lender after 11:00am (London) on the seventh Business Day before the proposed Utilisation Date, the Lender shall fund the Loan on the eighth Business Day following receipt of the Utilisation Date.

Conditions to drawdown. Party A has completed the agreed milestone pursuant to the schedule.

Conditions to drawdown. The obligation of the Lender to make the Loan hereunder is subject to the fulfillment by the Borrower of the following conditions precedent no later than the Drawdown Date:

Conditions to drawdown. The obligation of the Lenders to make an Additional Loan hereunder available to any Borrower under this Supplement shall be expressly subject to the following conditions precedent (except that condition (b)(xiii) of this Article III shall be a condition subsequent): (a) the Agent shall have received the following documents in form and substance satisfactory to the Agent and its legal advisor: (i) copies, certified as true and complete by an officer of each Credit Party, of the resolutions of each Credit Party evidencing approval of this Supplement, the Additional Loan Note and the other Transaction Documents to which it is a party or by which it is bound and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations; (ii) copies, certified as true and complete by an officer of each Credit Party, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Credit Parties as may be required by the Agent), approvals or consents with respect to the Transaction Documents; (iii) copies, certified as true and complete by an officer of Oldcastle, of the certificate of incorporation and bylaws or the certificate of formation and operating agreement (or equivalent instruments) thereof; (iv) certificate of the Secretary of the Guarantor certifying that it legally and beneficially owns, directly all of the issued and outstanding Equity Interests of Technotrade, that Technotrade legally and beneficially owns, directly all of the issued and outstanding Equity Interests of ▇▇▇▇▇▇▇▇▇ and that ▇▇▇▇▇▇▇▇▇ legally and beneficially owns directly all of the issued and outstanding Equity Interests of each of the Borrowers, and that such Equity Interests are free and clear of any liens, claims, pledges or other encumbrances whatsoever; (v) certificate of the Secretary of Oldcastle, certifying as to the record ownership of all of its issued and outstanding Equity Interests; (vi) certificates of the jurisdiction of organization of each Borrower as to the good standing thereof; (vii) an executed copy of ▇▇▇▇ of sale for the Vessel; and (viii) each pooling agreement to which Oldcastle or TBS is a party or the Taino Maiden is subject, and each management agreement or technical agreement to which Oldcastle or TBS is a party or the Taino Maiden is subject that affects or relates to, or may affect or relate to, the Tain...