Additional Conditions Precedent Clause Samples

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrativ...

Additional Conditions Precedent. In addition to the conditions in paragraphs (a), (b) and (c) above, each Substitution shall be subject to the satisfaction of the following conditions precedent:

Additional Conditions Precedent. The obligations of the Developer in respect of the Commercial Development Project, the Redevelopment Project and the Station Development Project shall be subject to the satisfaction by Authority of each of the Conditions Precedent, if any, set forth in the SCDA.

Additional Conditions Precedent. The obligation of Purchaser to consummate the Closing shall be subject to the satisfaction (or waiver by Purchaser) of the following additional conditions precedent: (i) each of the representations and warranties of Seller and the Company in Articles IV and V of this Agreement shall be true and correct in all material respects as of the Closing Date; (ii) no suit or other legal proceeding shall have been instituted or threatened in writing by any Governmental Authority against any of Seller or the Company or the PPA Customer that seeks to impair, restrain, prohibit or invalidate the transactions contemplated by this Agreement and the other Transaction Documents and Project Contracts, except, in each case, to the extent such action or proceeding could not reasonably be expected to have a Material Adverse Effect; (iii) no condemnation is pending or threatened with respect to the Project, or any portion thereof material to the ownership or operation of the Project, and no unrepaired casualty exists with respect to the Project or any portion thereof material to the ownership or operation of the Project; (iv) all consents and approvals of Governmental Authorities required for the consummation of the transaction contemplated hereby and all permits and approvals of Governmental Authorities required for the commencement of construction of the Project shall have been obtained and shall be in full force and effect; (v) all other documents reasonably required by the utility in connection with the PPA and the transactions contemplated hereby (up to and including the Interconnection Agreement) shall have been entered into and shall be in full force and effect; (vi) engineering reports from an Connecticut licensed engineer at the Site shall have been performed; and (vii) the PPA and ZREC Agreement shall be in full force and effect and shall not have been amended or modified from the version attached to this Agreement except with the consent of Purchaser and Seller.

Additional Conditions Precedent. The obligations of the Facility Manager in respect of the SFM Project shall be subject to the due satisfaction by Authority of each of the Conditions Precedent set forth in SCSFMA.

Additional Conditions Precedent. (a) The SFM Project shall be subject to the due satisfaction by Facility Manager of each of the Conditions Precedent set forth in SCSFMA.

Additional Conditions Precedent. On or before the Effective Date, the Lender shall have received: (a) certified copies of all (i) material documents, and (ii) organizational and governing documents and (if applicable) authorizing resolutions for each Loan Party and each Surety, in each case as amended to date, and a satisfactory review of each of them by the Lender and its counsel; (b) the approval by the Senior Lender (as and to the extent it deems it necessary or desirable) of the ESOP Related Documents, the Stock Purchase Documents, the Holdings Stock Plan, the Revolving Credit Documents and the Loan Instruments; (c) satisfactory (i) pro forma consolidated and consolidating financial statements for the Borrower and its subsidiaries as at the date of the most recent balance sheet delivered pursuant to the preceding paragraph, adjusted to give effect to the consummation of the transactions contemplated hereby as if such transactions had occurred on such date, and (ii) consolidated and consolidating financial projections and operating budgets for the Borrower and its subsidiaries for the forthcoming [five and one half] fiscal years (commencing with respect to the fiscal quarter beginning July 1, 2002), including (without limitation) balance sheets and the related statements of earnings, shareholders' equity and cash flow for such periods, all certified by the chief executive officer, chief financial officer (or controller or other most senior accounting officer or employee if there is no chief financial officer) and other executive officers of each Loan Party as (i) having been prepared in accordance with GAAP consistently applied, and (ii) a fair estimate of the financial condition of each Loan Party as of such date and the reasonably likely results of operations for the periods covered thereby; (d) evidence satisfactory to the Lender that the Collateral is owned by the pledging parties free and clear of all security interests, liens and other claims and encumbrances; (e) a favorable fairness opinion respecting the Borrower and its subsidiaries from an independent appraiser acceptable to the Lender reflecting (among other things) the fairness to the shareholders of the Borrower of the transactions contemplated by the ESOP Related Documents, the Stock Purchase Documents, the Revolving Credit Documents, and the Loan Instruments; (f) evidence satisfactory to the Lender that there has not occurred any Material Adverse Effect since December 31, 2001; (g) evidence satisfactory to the Lender th...

Additional Conditions Precedent. No Lender has any obligation to make any Loan (including its first) and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document (including, without limitation, the representations in Sections 5.6 regarding no Material Adverse Change and in Section 5.9 regarding Litigation) shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit (except such representations and warranties that expressly refer to an earlier date, which shall have been true as of such earlier date). (b) No Default or Borrowing Base Deficiency shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred since the date of this Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or LC Issuer to any penalty or other onerous condition under or pursuant to any such Law.

Additional Conditions Precedent. The obligations of the Lenders to make any Loans is subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Each Credit Event shall constitute a certification by the Parent and the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Parent and the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made that all conditions to the occurrence of such Credit Event contained in this Article V have been satisfied.