Documents, fees and no default Each Lender’s obligation to contribute to the Loan is subject to the following conditions precedent: (a) that, on or before the date of this Agreement, the Agent receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (b) that, on or before the Drawdown Date but prior to the borrowing of the Loan, the Agent receives; (i) the documents and conditions described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment in full of the structuring fee payable pursuant to paragraph (a) of Clause 20.1 and of any commitment fee payable pursuant to paragraph (b) of Clause 20.1; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date, (iv) save for any documents and conditions that the Agent agrees, in its absolute sole discretion, at the Borrower’s request to receive after any prepositioning of funds but before the release of the Loan; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Loan; (ii) the representations and warranties in Clause 10 and those of the Borrower, the Approved Manager or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the Security Cover Ratio were applied immediately following the borrowing of the Loan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by notice to the Borrower prior to the Drawdown Date.
No Default No Default or Event of Default has occurred and is continuing.
Payment Permitted If No Default Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time, except during the pendency of the conditions described in paragraph (a) of Section 12.2 or of any Proceeding referred to in Section 12.2, from making payments at any time of principal of and any premium or interest (including any Additional Interest) on the Securities or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of and any premium or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge (in accordance with Section 12.8) that such payment would have been prohibited by the provisions of this Article XII, except as provided in Section 12.8.
Contracts; No Defaults (a) Schedule 4.10 contains a complete and accurate list of, and Seller has delivered to Buyer true and complete copies of: (i) each Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of US $100,000; (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of US $50,000; (iii) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of US $50,000; (iv) each lease agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than US $25,000 and with terms of less than one year); (v) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) each Contract between or including the Company and an Affiliate; (viii) each Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (ix) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (x) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Seller (and each Affiliate of Seller) does not have any rights under or any obligation or liability under and does not have the right to require or will not become subject to, any Contract that relates to the business of, or any of the assets owned or used by, the Company; (c) To the Knowledge of Seller or the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (i) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (ii) assign to the Company or to any other Person any rights to any invention, improvement, or discovery; (d) With respect to each Contract identified or required to be identified in Schedule 4.10, (i) the Contract is legal, valid, binding, enforceable and in full force and effect; (ii) the Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the Contract; and (iv) no party has repudiated any provision of the Contract; (e) The Company has not given to or received from any other Person, at any time since January 1, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract; and (f) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Seller or the Company, no such Person has made written demand for such renegotiation.
No Default, etc No Default, Event of Default or Material Adverse Change has occurred and is continuing.