Conditions Precedent to Notice to Proceed Sample Clauses

Conditions Precedent to Notice to Proceed. ‌ (a) Prior to the issuance by any Clean Line Entity of any notice to proceed under any Material Construction Contract that involves any physical construction activity on any Project Real Estate Right, Holdings shall first have received a Notice to Proceed from DOE. DOE shall issue a Notice to Proceed to Holdings promptly upon satisfaction of the following conditions precedent: (i) the applicable Material Construction Contract shall have been duly executed and delivered and shall be in full force and effect; (ii) the Financing Condition is satisfied and Acceptable Transmission Services Agreements and Acceptable Permitted Project Investment Commitments in respect of not less than 2,000 MW of the Electrical Capacity in the aggregate (calculated as the sum of (A) with respect to Acceptable Permitted Project Investments, the sum of each portion of the Electrical Capacity transferred (and for which the Clean Line Entities have received payment or will receive payment within three (3) years after the date of such Permitted Project Investment) pursuant to each Acceptable Permitted Project Investment Commitment and (B) with respect to the Acceptable Transmission Services Agreements, the sum of the average Electrical Capacity committed in the initial five (5) years of the term for each such Acceptable Transmission Services Agreement) shall be in full force and effect and no event shall have occurred and be continuing (whether as a result of a default or the failure of a condition precedent or otherwise) that gives the Project Participant party thereto the right to terminate such Acceptable Transmission Services Agreement or such Acceptable Permitted Project Investment Commitment; (iii) the Performance Support in an amount not less than the Applicable Amount shall be in full force and effect; (iv) Holdings shall have delivered to DOE evidence that all Required Insurance is in full force and effect (including written binding verification of such coverage); (v) the Converter Station Real Estate Rights Agreements shall be in full force and effect or the Clean Line Entities shall then own in fee free and clear of Liens other than Permitted Liens all Real Estate Rights necessary for construction of the Converter Station Facility and the Intermediate Converter Station; (vi) (A) no Governmental Order shall be in effect nor shall any Change of Law have occurred that, in either case, as applicable, sets aside, enjoins or legally prohibits (1) DOE’s performance under this Agr...
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Related to Conditions Precedent to Notice to Proceed

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compa▇▇, ▇▇▇ ▇▇ ▇leary, Gottlieb, Steen & Hamilton, counsel for the Company, substan▇▇▇▇▇y in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent: