Each Funding Date Clause Samples

Each Funding Date. The obligation of each Lender to make a Loan hereunder on any Funding Date is subject to the occurrence of the Effective Date, the receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03 and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions, it being understood and agreed that the obligations of the Lenders to make Loans hereunder shall be further subject to the conditions set forth in Sections 4.03(a): (a) In the case of the Loans to be made on the Initial Funding Date, the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Responsible Officer of the Company, confirming that: (i) if the Acquisition is to be implemented by means of a Scheme, (A) no Major Default has occurred and is continuing or would result from the funding of the Loans on the Initial Funding Date and (B) the Scheme Court Order has been delivered to the Registrar; or (ii) if the Acquisition is to be implemented by means of an Offer, (A) the Offer has been declared unconditional and (B) no Major Default has occurred and is continuing or would result from the funding of the Loans on the Initial Funding Date. (b) In the case of the Loans to made on any Funding Date (other than the Initial Funding Date), the Administrative Agent shall have received a certificate, dated such Funding Date and signed by a Responsible Officer of the Company, confirming that no Major Default has occurred and is continuing or would result from the funding of the Loans on such Funding Date.
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Each Funding Date. The obligation of each Lender to make a Loan (other than any conversion or continuation of any Loan) on any Funding Date, is subject to the receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
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Each Funding Date. The obligations of Agent and each Lender to make Loans and the obligation of Agent or any Lender to issue or cause the issuance of any Lender Letters of Credit on each Funding Date (including, without limitation, the Closing Date) are subject to satisfaction as of such Funding Date of all of the terms and conditions set forth below and the accuracy of all the representations and warranties of Borrowers and the other Loan Parties set forth herein and in the other Loan Documents:
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Each Funding Date. The obligation of each Bank to make the Term Loans of any Class on the Funding Date with respect to such Class is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the Effective Date shall have occurred; (b) receipt by the Administrative Agent of a certificate, dated such Funding Date and signed by a Financial Officer of the Company, setting forth a calculation of (and demonstrating compliance with) (x) Adjusted Consolidated Net Worth of no less than $4,836,580,000 and (y) the ratio of (A) Consolidated Total Indebtedness to (B) Consolidated Total Capitalization of no greater than 0.35 to 1.00, in each case of clauses (x) and (y), calculated as of the last day of the most recently ended fiscal quarter for which financial statements of the Company are available, after giving pro forma effect to the Transactions that will occur on or prior to such Funding Date as if such Transactions occurred on such date; (c) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02(a); (d) immediately before and after such Term Loans are borrowed, no Default or Event of Default shall have occurred and be continuing; and (e) the representations and warranties (in the case of the representations and warranties in Section 4.05, as to matters that have been disclosed in writing to the Administrative Agent) of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date such Term Loan is borrowed (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (f) receipt by the Administrative Agent and the Joint Lead Arrangers of the audited financial statements of the Company for the fiscal year ended December 31, 2020 and the related report by KPMG LLP, which shall not have been determined by the Joint Lead Arrangers, as notified in writing by the Required Joint Lead Arrangers to the Company no later than seven (7) Domestic Business days of receipt, as being materially adverse to the Banks without the consent of the Required Joint Lead Arrangers (it being understood that to the extent materially consistent with the draft audited financial statements of the Company for the fiscal year ended December 31, 2020 delivered to the...
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Each Funding Date. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions:
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Each Funding Date. The obligations of the Lenders to make available Loans on any Funding Date (including the first Funding Date for any Loan) and the obligation of the LC Fronting Bank to issue, and the Revolving Credit Lenders to participate in, Letters of Credit are subject to the satisfaction or waiver of each of the following conditions precedent: (a) As of any Funding Date other than a Funding Date that is only a LC Disbursement Date, the Administrative Agent has received a Notice of Borrowing with all attachments thereto, sent in compliance with Section 2.2(e) and executed by the Borrower. (b) The funds in the LC Collateral Account are no less than the LC Required Cash Collateral Amount. (c) As of any Funding Date as to which the conditions precedent set forth in Sections 3.2 and 3.4 are not applicable, and any date on which a Letter of Credit is issued, amended, renewed or extended, the Administrative Agent has received a Borrowing Base Certificate, executed by the Borrower, together with supporting schedules, in each case, in form and substance satisfactory to the Administrative Agent. (d) As of any Funding Date and any date on which a Letter of Credit is issued, amended, renewed or extended, each applicable representation and warranty set forth in Article IV is true and correct in all material respects as if made on such date, unless such representation or warranty relates solely to an earlier date, in which case as of such earlier date. (e) As of any Funding Date and any date on which a Letter of Credit is issued, amended, renewed or extended, no Event of Default or Default has occurred and is continuing or will result from the funding of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit. (f) As of any Funding Date and any date on which a Letter of Credit is issued, amended, renewed or extended, all Documents executed by or on behalf of the Borrower on or prior to such date (including any amendments, modifications or supplements thereto prior to such date) are in full force and effect (except such Documents as have expired in accordance with their terms or as may have been terminated in accordance with this Financing Agreement), the Borrower and to the Borrower’s Knowledge, the Pre-Completion Parties and the Project Parties, as applicable, are in full compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passa...
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Related to Each Funding Date

  • Funding Date Each Lender’s obligations to make any Loan hereunder shall become effective upon the satisfaction or waiver (in accordance with Section 8.02) of the following conditions on or after the Effective Date: (a) The Effective Date shall have occurred; (b) The Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated in each case in all material respects in accordance with the terms set forth in the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Lenders (it being understood that any modification, amendment, supplement, consent, waiver or request by the Borrower to the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders and any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith shall not be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); (c) The Administrative Agent shall have received (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently ended at least 90 days prior to the Funding Date and (b) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days prior to the Funding Date; provided that the filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower or the Acquired Company will satisfy the applicable conditions set forth in this clause (c) of Section 4.

  • Initial Funding The obligations of the Lenders to make ---------------- their Loans under the Initial Funding shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 13.02): (a) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (b) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its managing member with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or other designated persons of the Borrower (y) who are authorized to sign the Loan Documents to which the Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the certificate of incorporation and bylaws, as amended, of the Borrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower. (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and --------- properly executed by a Responsible Officer and dated as of the date of Effective Date. (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. (f) The Administrative Agent shall have received duly executed Notes payable to the order of each Lender in a principal amount equal to its Commitment dated as of the date hereof. (g) The Borrower shall have delivered to the Administrative Agent the Initial Funding Disbursement Request in the amount of $3,700,000. (h) The Administrative Agent shall have received from the Borrower duly executed counterparts of the ORRI Conveyance for each Lenders with respect to the Borrower's Oil and Gas Properties as of the date of such funding. (i) The Administrative Agent shall have received from U.S. Energy Corp. duly executed counterparts of the Warrant Agreement for each Lender. (j) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Security Agreement, the Pledge Agreement and the other Security Instruments described on Exhibit F-1. In connection with the execution and delivery of the Security ------------ Instruments, the Administrative Agent shall: (i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens on the Collateral, such Liens being subject only to Excepted Liens identified in clauses (a) to (d) and (e) of the definition thereof, but subject to the provisos at the end of such definition; and (ii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of the Borrower. (k) The Administrative Agent shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Borrower, substantially in the form of Exhibit E hereto. ---------- (l) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower and the Operator are carrying insurance in accordance with Section 8.13. (m) The Administrative Agent shall have received title information as the Administrative Agent may require satisfactory to the Administrative Agent setting forth the status of title to the Oil and Gas Properties evaluated in the Initial Reserve Report as of the Effective Date. (n) The Administrative Agent shall be satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and have received such reports as in form and scope satisfactory to the Administrative Agent and the Lenders as they may request related thereto, including a Phase 1 Environmental Report with respect to all ▇▇▇▇▇ a part of the Oil and Gas Properties of the Borrower. (o) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower and the Operator have received all consents and approvals required by Section 8.03. (p) The Administrative Agent shall have received (i) the financial statements referred to in Section 8.04(a), (ii) the Initial Reserve Report accompanied by a certificate covering the matters described in Section 9.12(b) and (iii) copies of all material contracts or agreements, including, but not limited to, all operating agreements covering the Oil and Gas Properties, as well as all marketing, transportation, and processing agreements related to such Oil and Gas Properties. (q) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties the Borrower for each of the following jurisdictions: State of Wyoming, Albany, Converse, Platte, Campbell, and ▇▇▇▇▇▇▇ Counties, and any other jurisdiction requested by the Administrative Agent. (r) The Administrative Agent shall have received evidence that the Borrower has purchased one or more commodity price floors, collars or swaps acceptable to Administrative Agent and the Arranger (i) with one or more Approved Counterparties, and (ii) that have aggregate notional volumes of not less than 75% of the reasonably estimated projected natural gas production of currently producing ▇▇▇▇▇ of Borrower for the first 24 months following the date hereof, in each case, from its Proved Developed Producing Reserves, as determined by reference to the Initial Reserve Reports. (s) The Administrative Agent shall be satisfied that there are no negative price deviations in the oil and gas prices that would have a Material Adverse Effect on the value of the Borrower's Oil and Gas Properties. (t) The Administrative Agent shall be satisfied that there has been no Material Adverse Effect to the Borrower since December 1, 2003. (u) The Administrative Agent shall have received Letters-in-Lieu executed in blank by the Borrower, in such quantity as the Administrative Agent may reasonably request. (v) The Administrative Agent shall have received Direction Letters executed in blank by the Borrower, in such quantity as the Administrative Agent may reasonably request. (w) Since December 1, 2003, there shall not have been any disruption or adverse change in the financial or capital markets. (x) The Borrower and the Lenders shall have agreed upon the Development Plan. (y) The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 13.02) at or prior to 2:00 p.m., New York, New York time, on February 15, 2004 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

  • Loan Funding The sum of all financing described below (excluding any loan funding fee or mortgage insurance premium) is $ .

  • Fiscal Funding Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Contractor by the District solely from appropriations received by District. In the event such appropriations are determined by the Chief Financial Officer/Comptroller of the District to no longer exist or to be insufficient with respect to the charges payable hereunder, this Agreement shall immediately terminate without further obligation to the District upon notice that such appropriations no longer exist and are insufficient.

  • Program Funding Upon entry into force of this Compact, MCC will grant to the Government, under the terms of this Compact, an amount not to exceed Four Hundred Eight Million Eight Hundred Fifty Thousand United States Dollars (US$408,850,000) to support the Program (“Program Funding”). The allocation of Program Funding is generally described in Annex II to this Compact.