Common use of Conditions to drawdown Clause in Contracts

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 to in Part II of Schedule 3 (Conditions to each Acquisition) (each in form and substance satisfactory to the Mandated Lead Arrangers); and (j) the Administrative Agent has received evidence satisfactory to it that all costs and expenses for the time being due and payable by the Parent or any Obligor to any Finance Party under the Finance Documents have been paid.

Conditions to drawdown. Save as otherwise provided The Lenders are only obliged to pay out any amount under or in connection with this Agreement, an Advance will be made by Agreement if the Lenders following conditions precedent are fulfilled to the Borrower ifsatisfaction of the Lenders. 4.1 Facility A The following conditions must be fulfilled for any drawdown under Facility A: (a) the Administrative Agent has received from Lenders have at least a 40% equity interest in 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 Company, the option agreement between the Founders and the Lenders regarding the transfer of 40% in NLS FRANCE to the proposed Drawdown Date for such Advance, receipt of which shall oblige Lenders has been executed and the Borrower to borrow shareholders’ agreements between the amount requested on Founders and the date stated upon Lenders regarding (i) the terms Company (“NLS-1 PHARMA Shareholders’ Agreement”) and subject to (ii) NLS FRANCE (“NLS FRANCE Shareholders’ Agreement”) have been duly executed by the conditions contained in this Agreementparties thereto; (b) the proposed Drawdown Date is a Business Day which is or precedes security interests as set forth in Section 8.1(a) and 8.1(b) have been fully perfected, it being agreed that the Termination DateShare Pledge Agreement (as set forth in Section 8.1(a)) shall only be signed and the security shall only be perfected once the Founders own shares in the Company; (c) the proposed amount of such Advance is equal Conditional Assignment Agreement transferring to the Applicable Advance AmountCompany all the rights of NLS FRANCE under the Licence Agreement has been duly executed; (d) AP-HP has been duly notified of the Administrative Agent has received confirmation that Conditional Assignment Agreement in accordance with section 17.3 of 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); andLicence Agreement; (e) the Administrative Agent E. Konofal has received evidence satisfactory committed to it that: (i) any Indebtedness outstanding (other than the Outstandings) in relation pay an amount equal to the relevant Collateral Vessel or Collateral Vessel Owner has been discharged gross remuneration from AP-HP (minus applicable French income taxes and mandatory social security contributions of that respective fiscal year in full which E. Konofal receives the remuneration) to the Lenders on behalf of the Company as a partial reimbursement of Facility B (or “Konofal Commitment”), whereas the Parties expect that the gross remuneration 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) releasedapproximately EUR 1’000’000.00; (f) immediately after the making of such Advance there will be no more than forty seven Advances outstandingB. Figadere has assigned his rights as co-investor related to Quinolein, Tryptamine, Aminoquinoaxaline to NLS Pharma AG; (g) no Event of Default has occurred which or 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 Effectabout to occur; (h) each the Company has submitted to the Lenders a Project Plan (as defined in NLS Shareholders’ Agreement), including a detailed liquidity plan with monthly milestones, evidencing the projected liquidity needs 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 Company for the making duration of the whole project (“Liquidity Plan”), and each drawdown is in line with the liquidity needs of the Company at the relevant Advancetime of the drawdown. 4.2 Facility B, provided that C and D The following conditions must be fulfilled for any such representation which expressly relates to a given date drawdown under Facility B, C or period shall be required to be true solely D: (a) all conditions set forth in respect of that date or periodSection 4.1; (ib) the security interests as set forth in relation Section 8.1(c) have been fully perfected; (c) decision of Lenders to actually make available Facility B and/or Facility C and/or Facility D to the relevant AcquisitionCompany. Notwithstanding anything to the contrary in any Finance Document, the Administrative Agent has received (or it is satisfied Company acknowledges and agrees that immediately upon the making Lenders have no obligation whatsoever to provide any of the relevant Advance, it will receive) each of the documents referred to in Part II of Schedule 3 (Conditions to each Acquisition) (each in form and substance satisfactory to the Mandated Lead Arrangers); and (j) the Administrative Agent has received evidence satisfactory to it that all costs and expenses for the time being due and payable financings requested by the Parent Company under Facility B or Facility C. Each request made by the Company for such financing shall be reviewed by the Lenders on a case by case basis and the decision to provide financing shall be made by the Lenders in their sole discretion and irrespective of whether or not the Company is in compliance with any Obligor to provisions set forth in any Finance Party under the Finance Documents have been paidDocument.