Conditions Precedent to Conversion Sample Clauses
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Conditions Precedent to Conversion. 10.1 The obligation of the Parties to proceed with the Conversion is subject to the non-occurrence of a Repayment Cause (the “Conversion Condition Precedent”).
10.2 In the event that the Conversion Condition Precedent has not been fulfilled by the final date of the Conversion Date (unless an extension of such term is granted in writing by Enea to the Company, by notice to be sent by the expiry of such term) the Agreement shall automatically be deemed to be void (with the exception of paragraphs 14.1 (“Effects of the Agreement”), 14.2 (“Entire Agreement and Previous Agreements”), 14.7 (“Confidentiality”), 14.4 (“Notices”), 14.12 (“Expenses and Charges”) and articles 14.14 (“Applicable Law”) and 15 (“Disputes”) which shall remain in force). As a result, in the event that the Conversion Condition Precedent is not fulfilled, the Parties shall be released from any residual obligation arising from this Agreement, without any of them having any right or claim against the other for any reason or cause whatsoever, without prejudice to Enea’s right to the restitution and full repayment of the Mandatory Convertible Bonds as provided for under the Regulation and the right of each Party to take action against the other with reference to any liability for breaches with respect to the provisions of the Agreement put in place or in any case existing before the final non-occurrence of the Conversion Condition Precedent.
10.3 The Parties mutually acknowledge that the Conversion Condition Precedent is established in the exclusive interest of Enea and, therefore, may be waived by the latter within the terms set forth in the preceding paragraph 10.2.
Conditions Precedent to Conversion. The conversion of all or a portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(b) Prepayment by the Borrower in full of any Variable Advances Outstanding which the Borrower has designated for payment, together with any associated prepayment premiums and other amounts due with respect to the prepayment of such Variable Advances;
(c) The receipt by the Lender of an endorsement to each Title Insurance Policy, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date and other exceptions approved by the Lender;
(d) Receipt by the Lender of one or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than the Lender) who is a party to such Conversion Document; and
(e) The satisfaction of all applicable General Conditions set forth in Article XI.
Conditions Precedent to Conversion. The conversion of all or a portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied; notwithstanding the foregoing, if the test set forth in this Section 3.09(a) is not satisfied after the conversion, such conversion may be permitted by Lender if the conversion improves the Collateral Pool based on factors that are consistent with Lender’s Underwriting Requirements and result in improvement in one or both of the following areas: the then current Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period or the then current Aggregate Loan to Value Ratio. Notwithstanding the foregoing, under no circumstances shall the Aggregate Loan to Value Ratio exceed ninety percent (90%);
(b) Prepayment by Borrower in full of any Variable Advances Outstanding which Borrower has designated for payment, together with any associated prepayment premiums and other amounts due with respect to the prepayment of such Variable Advances;
(c) If required by Lender, the receipt by Lender of an endorsement to each Title Insurance Policy, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than the exceptions shown on the last Closing Date with respect to which the Title Insurance Policy was endorsed, Permitted Liens and other exceptions approved by Lender;
(d) Receipt by Lender of one (1) or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than Lender) who is a party to such Conversion Document; and
(e) The satisfaction of all applicable General Conditions set forth in Article 11.
Conditions Precedent to Conversion. The conversion of all or a portion of the Variable Loan to a Fixed Loan is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) Receipt by Lender of the fully executed Conversion Request;
(b) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(c) If required by Lender, receipt by Lender of an endorsement to each Title Insurance Policy, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date, Permitted Liens and other exceptions approved by Lender; and
(d) Receipt by Lender of one (1) or more executed, original counterparts of all Conversion Documents, dated as of the Closing Date, each of which shall be in full force and effect and in form and substance reasonably satisfactory to Lender in all respects.
Conditions Precedent to Conversion. The conversion of all or a portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(b) Prepayment by Borrower in full of any Variable Advances Outstanding which Borrower has designated for payment, together with other amounts due with respect to the prepayment of such Variable Advances; and
(c) Receipt by Lender of one or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than Lender) to such Conversion Document.
Conditions Precedent to Conversion. The Project Debt of a Co-Borrower shall Convert to a term loan upon the satisfaction of the conditions precedent set forth in this Section 7.4:
(a) Lender shall have received a Conversion Date Base Case Model in form and substance reasonably satisfactory to it that demonstrates, among other matters, that the Co-Borrower will maintain the Minimum Debt Service Coverage Ratio through the Maturity Date.
(b) Such Co-Borrower shall have repaid to the Lender the principal amount of the Project Debt that may be required to meet the Minimum Debt Service Coverage Ratio, plus all accrued and unpaid Fees that may be due and owing. Such Co-Borrower shall have executed such amendments to the Note as may be deemed necessary by the Lender to reflect an amortization schedule over a period of time equal to the term of the PPA less two years, with a balloon payment of all outstanding principal and interest on the Maturity Date.
(c) Lender shall have received a certificate from the Parent, on behalf of such Co-Borrower, dated the date such Project Debt is proposed to be Converted, certifying that:
(i) each representation and warranty of the applicable Co-Borrower set forth in the Loan Documents 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 it shall have been true and correct in all material respects as of such earlier date);
(ii) no Default or Event of Default has occurred and is continuing for such Co-Borrower or with regard to the Parent or the Sponsor Guaranty, or will result from the Conversion; and
(iii) each Project Document (other than those that have been fully and finally performed or have terminated in accordance with the terms thereof) and each Applicable Permit, in each case, with respect to the applicable Project, remains in full force and effect and no defaults have occurred and are continuing under any Project Document the effect of which could reasonably be expected to have a Material Adverse Effect.
(d) Such Co-Borrower shall have obtained and delivered to the Lender copies of all material Applicable Permits required for the ownership and operation of such Co-Borrower’s Project but not previously delivered by such Co-Borrower to the Lender in form and substance reasonably satisfactory to the Lender and a certificate executed by an Authorized Officer, in form and substance reasonably satisfactory to the Lender, certifying that all such Applicable Per...
Conditions Precedent to Conversion. Lender shall not be obligated to make the final Advance or complete Conversion until each of the following conditions has been received or satisfied, all in form and substance satisfactory to Lender:
Conditions Precedent to Conversion. The conversion of all or a portion of a SARM Variable Advance to a Fixed Advance is subject to Lender’s determination that each of the following conditions precedent has been satisfied:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests shall be satisfied;
(b) Prepayment by Borrower of any Variable Advances Outstanding that Borrower has designated for payment, together with any other amounts due with respect to the prepayment of such Variable Advances; provided that there shall be no associated prepayment premiums due in connection with a conversion pursuant to the terms of Section 1.06, Section 1.07 and Section 1.08 of this Agreement;
(c) Receipt by Lender of an endorsement to each Title Insurance Policy, amending the effective date of the Title Insurance Policy to the Closing Date and showing no additional exceptions to coverage other than the exceptions shown on the Initial Closing Date and other exceptions approved by Lender; and Colonial/PNC ARCS — Master Credit Facility Agreement
(d) Receipt by Lender of one (1) or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than Lender) to such Conversion Document.
Conditions Precedent to Conversion. Conditions Precedent to Each Borrowing after the Conversion Date.1
Conditions Precedent to Conversion. The conversion of all or a portion of any Variable Advance to a Fixed Advance is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) After giving effect to the requested conversion, the Coverage and LTV Tests will be satisfied;
(b) To the extent not rate locked or spread locked prior to closing pursuant to an early rate lock certificate, delivery by Lender to Borrower of the Rate Form for the extended Advance;
(c) Prepayment by Borrower in full of any Variable Advances Outstanding which Borrower has designated for payment, together with other amounts due with respect to the prepayment of such Variable Advances; and
(d) Receipt by Lender of one or more counterparts of each Conversion Document, dated as of the Closing Date, signed by each of the parties (other than Lender) to such Conversion Document.