Conditions Precedent to Advance Sample Clauses
Conditions Precedent to Advance. As conditions precedent to the Advance under the Loan by the Lender:
(a) the Borrower will have:
(i) executed and delivered or caused to be executed and delivered the promissory note referred to above ;
(ii) received approval from the Exchange for the transactions contemplated herein, including the issuance of the Interest Payment Shares in respect of interest payments due or coming due hereunder; and
(iii) delivered a certified copy of its and each relevant Subsidiary’s directors' resolutions authorizing the borrowing of the Loan, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer's certificate, certifying certain factual matters. all in form and terms satisfactory to the Lender and its counsel;
(b) the representations and warranties of the Borrower contained in paragraph 8 will be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it prior to the Initial Advance under the Loan by the Lender;
(c) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrower or any of its Subsidiaries since the date of the Term Sheet;
(d) the Lender will have received the approval of its Board of Directors and completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and its Subsidiaries; and
(e) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrower and its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before January 26, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated herein.
Conditions Precedent to Advance. That all conditions precedent under the Indenture and this Agreement to such Advance have been satisfied or waived, that the RUS has received copies of all certificates and opinions delivered to the Trustee in connection therewith, and that the Trustee has consented to each Advance pursuant to Section 4.8 of the Indenture and the RUS has received a copy of such consent.
Conditions Precedent to Advance. The agreement and obligation of each Lender to make its portion of the Loan to the Borrower on the Advance Date are subject to the satisfaction (or waiver by the Agent, which waiver shall be in writing and signed by the Agent) of the following conditions precedent:
Conditions Precedent to Advance. The obligation of Lender to make the Advance to Borrower is subject to the Conditions Precedent that Lender shall have received all of the following, in form and substance reasonably satisfactory to Lender and its legal counsel in their sole discretion:
Conditions Precedent to Advance. (s). Holders’ obligation to make the Initial Advance is subject to the condition precedent that each Holder shall have received, in form and substance satisfactory to such Holder, all documents, and completion of such other matters, as Holders may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed original signatures to the Transaction Documents;
(b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided, further, that no Event of Default shall have occurred and be continuing (unless otherwise waived) or result from the Advances; and
(c) in Holders’ discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations. Any subsequent Advance shall be at the discretion of Holders and is subject to the reasonable satisfaction of the conditions precedent set forth in Sections 2.1(b)-(c) on the date of such subsequent Advance.
Conditions Precedent to Advance. The Lender will not have any obligation to advance all or any portion of the Loan to the Borrower until all of the following have been fulfilled to the Lender’s satisfaction:
(a) the Borrower has executed and delivered this Agreement;
(b) the Borrower has executed and delivered to the Lender the Promissory Note; and
(c) all filings necessary or advisable have been made in the appropriate jurisdictions.
Conditions Precedent to Advance. The obligations of the Lender to advance the Loan proceeds to the Borrower is subject to the satisfaction or waiver of following conditions precedent on or before the advance:
(a) receipt by the Lender of certified copies of all documents evidencing all corporate action taken by the Borrower authorizing the execution and delivery of this Agreement and the issuance of the Shares as security, all to be satisfactory in form and substance to the Lender;
Conditions Precedent to Advance. The willingness of the Bank to consider making each Advance (including the initial Advance) under Article II is subject to the further conditions precedent that on the date of such Advance.
(a) The representations and warranties contained in Article IV are correct on and as of the date of such Advance as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.
(b) No event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
Conditions Precedent to Advance. The obligation of the Lender to make the Advance under this Agreement is subject to and conditional upon the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the Lender and the Lender’s Counsel on or before the Closing Date:
Conditions Precedent to Advance. The Loan (other than the initial advance of $1,000,000 and the Total Standby Commitment Amount) is subject to the satisfaction of the following conditions precedent (the “Conditions Precedent”) on or before June 1, 2013 which are for the sole benefit of the Lender and may be waived by it in its sole discretion:
(a) amendment to the existing ground lease for the land underlying the 7P Plant (or reissuance of a revised lease) extending the term and the lawful uses and assignment of same to the Borrower, all on terms satisfactory to the Lender in its sole discretion;
(b) perfection of all Security to the satisfaction of the Lender and its counsel;
(c) receipt of all regulatory approvals and third party consents required in connection with the Transaction Documents;
(d) execution and delivery of all Transaction Documents by the Borrower and Guarantor, as applicable in form and substance satisfactory to the Lender and its counsel; and
(e) confirmation that (i) the representations and warranties of the Borrower contained herein are true and correct, (ii) no material adverse change has occurred with respect to the financial condition, business or operations of the Borrower and (iii) no Event of Default has occurred. For greater certainty, the Conditions Precedent do not apply to Lender’s subscription for Units pursuant to the Offering.