Lender's Conditions Clause Samples

Lender's Conditions. The obligations of the Lender to consummate the transaction contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing: (a) The representations and warranties of the Borrower set forth in Article 3 shall be true and correct on and as of the date of Closing. (b) All proceedings, corporate or otherwise required to be taken by the Borrower on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Borrower on or prior to the Closing shall have been obtained. (c) The Borrower shall have delivered to the Lender such other documents, certificates or other information as the Lender or its counsel may reasonably request.
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Lender's Conditions. The obligation of the Lender to complete the acquisition of the Initial Debentures and Initial Warrants contemplated by Section 2.1 is subject to fulfilment at the Closing Time of the following conditions: (a) the Lender shall have been satisfied, in its sole discretion, acting reasonably, with the results of its due diligence review of the Company and its businesses, operations and financial conditions, prospects and market conditions at the Closing Time, including that there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), condition, changes in law or regulatory climate directly affecting the jurisdictions in which the Company’s subsidiaries, taken as a whole with the Company, are doing or intended to do business or capital of the Company since signing of this Agreement; (b) the Company and the Issuer shall have completed all necessary steps and all necessary proceedings shall have been taken to authorize, and all required consents shall have been obtained to permit, the transactions contemplated hereby; (c) the purchase of the Initial Debentures and Initial Warrants by the Lender shall be legally permitted by all Laws to which the Lender, the Issuer, and the Company are subject, and all authorizations, approvals or permits of, or filings with, any Governmental Body that are required by Law in connection with the lawful sale and issuance of the Initial Debentures by the Company and/or the Issuer shall have been duly obtained by the Company and/or the Issuer, as applicable, and shall be effective; (d) the representations and warranties of the Company and the Issuer contained in this Agreement shall be true and correct at the Closing Time and the Company and the Issuer shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it at or prior to the Closing Time; (e) certificates representing the Initial Debentures and Warrant Certificates (both in form and substance satisfactory to the Lender, acting reasonably) subscribed for by the Lender as provided for in Section 2.1 shall be delivered to the Lender, or as the Lender may otherwise direct; (f) on the Closing Date, the Company and each Subsidiary shall have executed and delivered, or caused to be executed and delivered, to the Lender, a certificate signed by the appropriate officers of such Person c...
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Lender's Conditions. The obligation of the Lender to purchase the CEC Note and the Warrants at the Closing is subject to the fulfillment to the Lender's satisfaction of each of the following conditions:
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Lender's Conditions. Lender's obligation to make the Lender Loan pursuant to Section 3.1 shall be subject to the satisfaction or waiver by it in writing of the following conditions precedent:
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Lender's Conditions. The obligations of the Lenders to make Loans to the Lessor on each Funding Date for the purpose of providing funds to the Lessor necessary to pay for the construction of Improvements or the payment of Transaction Expenses or other Project Costs (other than Property Acquisition Costs) are subject to the satisfaction or waiver by the Lenders of each of the applicable conditions precedent set forth in this SECTION 5 and Section 4.2 of the Credit Agreement.
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Lender's Conditions. Provided that Borrower is not in default under this Agreement, Borrower may borrow against the Loan in accordance with a draw schedule agreed to by Lender as per Schedule “C”, which reflects project milestones and anticipated cash flow needs respecting the Work. Each Advance is conditional upon Borrower providing satisfactory responses to any concerns raised by Lender upon its review of documents such as proposed project specifications, proposed tender documents and bid processes, proposed contract awards, and proposed certificates of payment. Borrower shall comply with the procedures and requirements respecting the Work as are set forth in Schedule "F". From time to time, Lender may require Borrower to provide documentary evidence to Lender's satisfaction to substantiate that the Work is being carried out in accordance with the project milestones. Notwithstanding anything else herein contained, the availability and quantum of Advances shall be subject to the following Funding Conditions: (a) During the three years following the first allocation of funds on account of the Works or until the completion of the Works (whichever is sooner), Project Costs shall be paid first from the Capital Reserve, and Capital Reserve shall not be reduced below the amount of $[TBD], which shall be maintained for emergency and unexpected repairs. (b) Any capital repairs or other form of capital expenditure in addition to the Works shall be approved by the Lender for so long as any portion of the Loan remains outstanding, whether or not the cost thereof would be paid from Capital Reserve. The Borrower shall submit to the Lender a schedule of estimated capital expenditure requirements annually with its estimate of subsidy requirement.
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Lender's Conditions. The Lender's obligation to purchase the West Coast Note on the New Closing Date pursuant to Section 3.1A shall be subject to the satisfaction or waiver by it in writing of the following conditions precedent: (a) Representations and Warranties True - each of the representations and warranties made by the Borrowers in this Agreement, any other Subject Document, or any certificate delivered pursuant hereto or thereto shall be true and complete on the Closing Date with the same effect as though made on and as of such date. (b) Compliance with this Agreement - each of Borrowers shall have performed and complied with all agreements and conditions on its part required to be performed or complied with pursuant to this Agreement and the other Subject Documents on or before the New Closing Date. (c) No Material Effect - no event shall have occurred and no condition shall exist that has resulted or, in the Lender's good-faith judgment, will result in a Material Effect. (d) Officers' Certificates - the Lender shall have received Officers' Certificates from each of the Borrowers dated the New Closing Date certifying that (i) ------------------------------------- First Amendment to Note Agreement the conditions specified in Section 3.2A(a) and A(b) have been fulfilled, and (ii) no event has occurred and no condition exists that has resulted or, in such Person's good-faith judgment, will result in a Material Effect.
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Lender's Conditions. The Lender's obligation hereunder to consummate the transactions contemplated hereby shall be, unless waived in writing by the Lender, subject to the satisfaction of the following conditions precedent: (a) Timely and full performance by the Debtors prior to or at the Effective Date of all of the agreements theretofore to be performed by them under, pursuant to or contemplated by the Plan or this Credit Agreement (including, without limitation, all requirements specified in Article 2 and in Section 4.28 hereof); (b) The accuracy of the Debtors' respective representations and warranties contained in the New Hancock Loan Documents and the Lender's receipt of (i) an Offi▇▇▇'▇ ▇ertificate to that effect dated the Effective Date executed by a Responsible Officer of the Borrower certifying that (A) no Default or Event of Default shall have occurred and be continuing or shall exist immediately following the Effective Date; (B) all representations and warranties set forth herein or in an any other New Hancock Loan Document (other than those that speak as of a spe▇▇▇▇▇ ▇ate) are true and correct in all material respects on the Effective Date as if made on and as of the Effective Date; and (C) all other conditions precedent set forth in this Article V have been satisfied; and (ii) an Officer's Certificate of the Chief Executive Officer and Chief Financial Officer of Cadiz certifying that (A) no Default or Event of Default with respect to Cadiz or any of its Subsidiaries (other than Borrower and Borrower's Subsidiaries) shall have occurred and be continuing or shall exist immediately following the Effective Date; and (B) all representations and warranties of Cadiz set forth in the Cadiz Agreement or in any other New Hancock Loan Document (other than those that speak as of a spe▇▇▇▇▇ ▇ate) executed and delivered by Cadiz are true and correct in all material respects on the Effective Date as if made on and as of the Effective Date. (c) The Lender's receipt, at the expense of the Borrower, of legal opinions, dated the Effective Date, in form and substance reasonably satisfactory to the Lender, from each of the following: (i) Tuttle & Taylor, as special counsel to the Lender; (▇▇) Miller & Holguin, as special counsel to Cadiz; (▇ii) ▇▇▇▇am & Watkins, as special counsel to the Borrower; (▇▇) Young Wooldridge, as special Water Rights counsel to the Lender; ▇▇▇ (v) Poms, Smith, Lande & Rose, as special Patents, Trademarks and C▇▇▇▇▇gh▇▇ ▇▇uns▇▇ ▇o the Lender; and (vi) Stutma...
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Related to Lender's Conditions

  • Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

  • Seller’s Conditions Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following: (i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

  • Purchaser’s Conditions 2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date. 2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16. 2.5 The Novations set forth in paragraph (A) (1) and (2) of Appendix 17 shall have been effected to the reasonable satisfaction of the Purchaser in the manner contemplated in Appendix 17. 2.6 Such number of Senior Management Contracts as the Parties agree in writing shall have been entered into and not terminated, and such number of Senior Managers shall still be able to work. 2.7 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in the context of the Group as a whole. 2.8 The Final Limited Review Accounts will not show a material adverse difference from the Draft Limited Review Accounts. 2.9 The Identified *** Assets shall have been transferred to the Company.

  • Buyer’s Conditions Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

  • Specific Conditions If applicable, specific conditions required after a risk assessment will be included in Exhibit G. Grantee shall adhere to the specific conditions listed therein.