ADVANCE CONDITIONS Clause Samples
ADVANCE CONDITIONS. Sprint shall not be required to make a requested Advance, if on the proposed Borrowing Date for such Advance:
(a) There is then outstanding any "Recommended Third Party Offer," as such term is defined in the Governance Agreement;
(b) All representations and warranties of the Borrowers contained herein are not true and correct (i) as of the date referred to in any representation or warranty that addresses a matter as of a particular date and (ii) as to all other representations and warranties as of the date of such proposed Advance, unless, in either the case of clause (i) or (ii), the inaccuracy of such representations and warranties would not, individually or in the aggregate, have a Material Adverse Effect;
(c) The Average Market Price of the Newco Common Stock is less than $13.00 (adjusted after the date hereof for any stock split, stock dividend or other subdivision or combination of the Newco Common Stock);
(d) A Borrowing Notice shall not have been properly submitted with respect to such Advance;
(e) A duly executed Note representing the Advance has not been received by Sprint;
(f) The Facility Termination Date shall have occurred; or
(g) A Default or Event of Default has occurred and is continuing or will exist as a result of the requested Advance; provided, however, this clause (g) shall not apply to any Default, the facts of which have been specifically disclosed to Sprint in the Borrowing Notice for such Advance and as to which Sprint has, within five (5) Business Days after Sprint's receipt of the Borrowing Notice, neither advised the Borrowers of its intent to declare an Event of Default nor, advised the Borrowers that it intends to exercise its rights in this clause (g) and not make the requested Advance (as is Sprint's right, exercising such right in its sole discretion). Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrowers that the conditions contained in this Article IV have been satisfied. Sprint may require a duly completed compliance certificate (dated the Borrowing Date) in substantially the form of Exhibit B hereto as a condition to making an Advance. ---------
ADVANCE CONDITIONS. Part A — Conditions To Initial Advance Part B — General Conditions Part C — Improvements Advances Part D — Leasing Commission Advances
ADVANCE CONDITIONS. 6.1. Notwithstanding anything to the contrary contained in this Agreement, the Lender shall not be obliged to make an Advance under the Facility to or on the Borrower’s behalf unless:
6.1.1. the Borrower has fulfilled or procured the fulfilment of the Advance Conditions; and
6.1.2. the Lender has confirmed (which shall not be unreasonably delayed) that the Advance Conditions have been fulfilled, or, if applicable, have been waived or deferred by the Lender.
6.2. The Lender may in its discretion:
6.2.1. waive fulfilment of any one or more of the Advance Conditions;
6.2.2. defer fulfilment of any one or more of the Advance Conditions to a later date/s in which case:
6.2.2.1. the deferred condition/s shall no longer be regarded as being an Advance Condition/s for the purposes of clause 6.1; and
6.2.2.2. the Borrower shall remain obliged to comply with such deferred condition/s by such later date/s and with any other condition/s which may have been imposed by the Lender in agreeing to defer fulfilment of such condition/s (even though Advances may have been made in terms of the Facility); on such terms and conditions as it deems appropriate, by written notice to the Borrower.
6.2.3. The Parties shall respectively use all reasonable commercial endeavours and will co- operate with one another in good faith to procure the fulfilment of the Advance Conditions as soon as reasonably possible.
ADVANCE CONDITIONS. The initial advance of the Loans shall be subject to the Administrative Agent’s receipt, review, approval and/or confirmation of the following, each in form and content satisfactory to the Administrative Agent in its sole discretion:
ADVANCE CONDITIONS. Part A - Conditions to Initial Advance Part B - General Conditions Part C - Improvements Advances
ADVANCE CONDITIONS. The Trustee's obligation to make any Project Financing Advance shall be subject to the satisfaction of the following conditions:
(a) No Event of Default shall have occurred and be continuing hereunder;
(b) The Company shall have approved such Advance in writing;
(c) For each Advance other than the first disbursement pursuant to the Closing Memorandum, the Independent Engineer shall have approved such Advance in writing; and
(d) In the case of the first disbursement of the Project Financing pursuant to the Closing Memorandum:
(i) the Trustee shall have sold 100% of the Certificates and shall be in receipt of 100% of such sale proceeds;
(ii) all instruments required to create and protect the Trustee's security interest in the Pledged Property shall have been duly executed, delivered, recorded or filed in such manner and places as required by law to establish, protect and preserve the lien of the Trust Agreement on such Pledged Property, and all taxes, fees and other charges required by law in connection with such recording or filing shall have been duly paid or provided for;
(iii) all other Project Financing Documents shall have been duly executed and delivered by the parties thereto; and
(iv) the Trustee shall have received the Engineer's Report; and
(v) the Company shall have delivered or caused the Contractor to deliver, to the Trustee unconditional lien waivers reasonably satisfactory to it covering all lienable work performed with respect to the ESPC Project prior to the Closing Date.
ADVANCE CONDITIONS. Part A - Conditions to Initial Advance Part B - Application of Insurance Proceeds
ADVANCE CONDITIONS. Section 5.1. Conditions Precedent to First Advance under this Agreement............................................ 22 Section 5.2. Conditions Precedent to First Advance for New Project.. 24 Section 5.3. Initial Improvement Advance Conditions................. 26 Section 5.4. Additional Improvement Advance Conditions.............. 26 Section 5.5. Final-Advance Conditions............................... 27 ARTICLE 6.
ADVANCE CONDITIONS. 3.1 Notwithstanding anything to the contrary contained in this Agreement, the Lender shall not be obliged to make any Advance to the Borrower under the Bridge Loan Facility unless the following Advance Conditions have been fulfilled or, if applicable, waived or deferred by the Lender pursuant to clause 3.2 -
3.1.1 the Lender receiving certified copies of resolutions of the board of directors of the Borrower (in a form and substance acceptable to the Lender) -
3.1.1.1 approving the entering into of the Finance Documents;
3.1.1.2 authorising a specified person or persons to execute and implement the Finance Documents;
3.1.2 the following documents have been delivered by the Borrower to the Lender in certified copy form -
3.1.2.1 the Memorandum and Articles of Association;