Financial Closing Date Sample Clauses

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Financial Closing Date. The obligation of each Lender to make its Commitments available to the Borrower and make Loans on the Financial Closing Date hereunder is subject to the receipt by the Facility Agent of each of the agreements and other documents, and the satisfaction of the conditions precedent set forth below, each of which shall be (x) in form and substance reasonably satisfactory to the Facility Agent, (y) if applicable, in full force and effect and (z) in the case of any certification, true and correct (unless, in each case, waived by each Lender): (a) (i) the Effective Date shall have occurred (or shall occur on the Financial Closing Date) and (ii) delivery of each of the Financing Documents duly executed and delivered by the parties thereto; (b) the following documents, each certified as indicated below: (i) a copy of a certificate as to the existence/authorization of the Borrower from the Secretary of State of the Borrower’s state of organization, dated as of a recent date; and (ii) a certificate from the Borrower executed by an Authorized Officer certifying: (A) that attached to such certificate is a true and complete copy of the Organizational Documents of the Borrower, as amended and in effect on the date of such certificate; and (B) that attached to such certificate is a true and complete copy of resolutions duly adopted by the authorized governing body of the Borrower, as well as copies of all shareholder resolutions of the Borrower authorizing the execution, delivery and performance of the Transaction Documents and all other documents, instruments and certificates delivered in connection with the Merger Agreement and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (c) a certificate of an Authorized Officer of the Borrower attaching: (i) copies of all material shareholder approvals and Regulatory Approvals required in respect of (x) the Merger (to the extent required under the Merger Agreement) and (y) the borrowing of the Facilities and (ii) to the extent required to be delivered under the Merger Agreement, certifying that the Borrower has all requisite shareholder approvals and Regulatory Approvals to continue to carry on its business operations, but with respect to this clause (ii), only to the extent that the lack of any such shareholder or Regulatory Approval, individually or in the aggregate, may reasonably be expected to result in an Initial Material Adverse Effect; (d) delivery of executed opinions fr...
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Financial Closing Date. All the provisions of this Agreement other than the Immediately Effective Articles shall come into effect on the Financial Closing Date.
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Financial Closing Date. Financing shall be closed, prior to the start of construction, at the office of the Buyer's mortgagee, on or before the day of , or such time and place as may be mutually agreed upon by the parties hereto in writing. Time is hereby made of the essence.
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Financial Closing Date. The Financial Closing Date shall occur on or before July 31, 2014 or such other date consented to by the Lenders.
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Financial Closing Date. The obligation of the Lenders to make Term Loans is subject to the fulfillment, to the satisfaction of or waiver by the Administrative Agent, of the following: (a) each of the Loan Documents (other than the Acknowledgements) shall have been duly executed and delivered and be in full force and effect, and each Lender shall have received a Term Loan Note payable to such Lender in the amount of such Lender's Term Loan Commitment, duly executed by the Borrower and otherwise complying with the provisions of Section 2.04; (b) copies of each of the Material Project Documents in form and substance reasonably satisfactory to the Administrative Agent shall have been made available to the Administrative Agent, and the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) each such copy is true, correct, and complete, (ii) each such Material Project Document has been duly executed and delivered by each of the parties thereto and is in full force and effect, (iii) neither the Borrower nor, to the Borrower's knowledge, any other party to any such Material Project Document is in default thereunder and, to the Borrower's knowledge, no event has occurred or condition exists that with the passage of time or the giving of notice or both could result in such a default, in each case where such default could reasonably be expected to have a Material Adverse Effect, and (iv) no condition exists that permits any party to any such Material Project Document to terminate such Material Project Document; (c) the Administrative Agent shall have received a copy of the FERC Gas Tariff, together with a certificate of a Responsible Officer of the Borrower certifying that (i) such copy is true, correct, and complete, (ii) the FERC Gas Tariff is on file with the FERC and is in full force and effect except for such provisions as are under review by the FERC and that, whether or not accepted and permitted to become effective by the FERC, could not reasonably be expected to interfere with the Operation of the Pipeline in a manner at least as favorable as the assumptions set forth in the Base Case Projections, and (iii) there are no proposed amendments to the FERC Gas Tariff pending before the FERC or on file and suspended except for such provisions as are under review by the FERC and provisions newly filed in the ordinary course of business of the Borrower and upon which the FERC has not yet acted with administrative finality, in eac...
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Related to Financial Closing Date

  • Financial Close 24.1.1 The Concessionaire hereby agrees and undertakes that it shall achieve Financial Close within 180 (one hundred and eighty) days from the date of this Agreement and in the event of delay, it shall be entitled to a further period not exceeding [120 (one hundred and twenty)] days, subject to payment of Damages to the Authority in a sum calculated at the rate of 0.2% (zero point two per cent) of the Performance Security for each day of delay, and for a further period not exceeding [80 (eighty)] days, subject to payment of Damages at the rate specified in Clause 4.3; provided that the Damages specified herein shall be payable every week in advance and the period beyond the said 180 (one hundred and eighty) days shall be granted only to the extent of Damages so paid; provided further that no Damages shall be payable if such delay in Financial Close has occurred solely as a result of any default or delay by the Authority in procuring satisfaction of the Conditions Precedent specified in Clause 4.1.2 or due to Force Majeure. For the avoidance of doubt, the Damages payable hereunder by the Concessionaire shall be in addition to the Damages, if any, due and payable under the provisions of Clause 4.3. 24.1.2 The Concessionaire shall, upon occurrence of Financial Close, notify the Authority forthwith, and shall have provided to the Authority, at least 2 (two) days prior to Financial Close, 3 (three) true copies of the Financial Package and the Financial Model, duly attested by a Director of the Concessionaire, along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Senior Lenders.

  • Initial Closing Date 3.1 A meeting shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller shall deliver to the Security Trustee or its representative the following documents: (a) two originals of the power of attorney substantially in the form set out in Schedule 5, duly executed by the Seller; (b) a certified copy of each of the Insurance Acknowledgements (as defined in the Mortgage Sale Agreement dated 26 July 2000); (c) a duly executed assignment of the MIG Policies (as defined in the Mortgage Sale Agreement dated 26 July 2000) from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form (mutatis mutandis) set out in Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (d) a certified copy of the board minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents and all of the documentation to be entered into pursuant to this Agreement; (e) a duly executed assignment of rights against third parties in the form of the Assignment of Third Party Rights; (f) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date. 3.2 The Seller undertakes that, from the Initial Closing Date until the completion of the assignment in accordance with Clause 6.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee or as the Mortgages Trustee shall direct. 3.3 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller shall be paid the Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Closing Date 1.2 Code........................................................

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).