Conditions Precedent to Effectiveness of Agreement Sample Clauses
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement and obligation of the Lenders to make the initial Loans on the Effective Date is subject to the following conditions precedent:
(a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent:
(i) Counterparts of this Agreement executed by each of the parties hereto;
(ii) Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions of Section 2.8.;
(iii) The Guaranty executed by the Parent and each Property Owner existing as of the Effective Date;
(iv) The Pledge Agreement executed by the Borrower and the Pledgors;
(v) An opinion of the general counsel of the Parent and the Loan Parties, addressed to the Agent and the Lenders, addressing the matters set forth in Exhibit I;
(vi) An opinion of Xxxxxx & Bird, LLP, counsel to the Agent, and addressed to the Agent and the Lenders, addressing the enforceability of the Loan Documents and such matters as the Agent shall reasonably request;
(vii) A certificate of incumbency signed by the Secretary or Assistant Secretary of the Parent with respect to each of the officers of the Parent authorized to execute and deliver on behalf of the Parent and the Borrower the Loan Documents to which the Parent or the Borrower is a party and to execute and deliver (or make by telephone in the case of Notices of Conversion or Continuation) on behalf of the Borrower Draw Requests, Notices of Conversion and Notices of Continuation;
(viii) A certified copy (certified by the Secretary or Assistant Secretary of the Parent) of all necessary action taken by the Parent to authorize the execution, delivery and performance of the Loan Documents to which either the Parent or the Borrower is a party;
(ix) The certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Parent, the Borrower and each Loan Party, certified as of a recent date by the Secretary of State of the State of formation of such Person;
(x) A Certificate of Good Standing or certificate of similar meaning with respect to the Parent, the Borrower and each other Loan Party (and in the case of a limited partnership, the general partner of such Loan Party) issued as of a recent date by the Secretary of State of the State of formation of each such Person and, if the applicable Borrowing Base Property is located in a State different than the S...
Conditions Precedent to Effectiveness of Agreement. (a) This Agreement shall not be effective unless and until the date when each of the following conditions shall have been satisfied or waived in the sole discretion of the Administrative Agent:
(i) the Administrative Agent shall have received and delivered to the Borrower counterparts of this Agreement duly executed by the Borrower, NEG and each of the GenHoldings Lenders;
(ii) the Administrative Agent shall have received (x) the Project Company Acknowledgment set forth at the end hereof executed by each Project Company and (y) the Intermediate Holding Company Acknowledgement set forth at the end hereof executed by each Intermediate Holding Company;
(iii) to the extent requested by the Administrative Agent, the Borrower shall have (x) terminated, or shall have caused the termination of, outstanding agreements between the Project Companies and PGET, on mutually agreeable terms and conditions and (y) agreed to cooperate in a transition to a third-party power purchaser;
(iv) the Administrative Agent shall have received in cash, all accrued fees of the Administrative Agent's legal counsel, advisors and professionals (limited to Luskin, Xxxxx & Xxxxxx LLP, Xxxxxx & Xxxxxxx, Xxxxxxxx & Xxxxxxxx, one local real estate counsel in each of Arizona, Michigan and Massachusetts, FTI Consulting, PA Consulting Group, X.X. Xxxx, Pace Energy Consulting Group LLC, and The Blackstone Group L.P. (other than any success fee));
(v) the Administrative Agent shall have received in cash, (x) for the account of the Tranche A Lenders, interest (as otherwise required under the Credit Agreement) for the period from the date hereof through December 24, 2002 on the Maximum Tranche A Construction Loan Amount and (y) for the account of the Tranche A Banks, Letter of Credit Fees (as calculated under Section 2.4.4 of the Credit Agreement) in advance on the Maximum Primary LC Amount (provided that such Letter of Credit Fees shall be deposited with the Security Agent in accordance with Section 11(b) hereof);
(vi) the Administrative Agent shall have received in cash for its own account, the fee set forth in the Fee Letter dated the date hereof, between the Borrower and the Administrative Agent;
(vii) the Administrative Agent shall have received a revised Borrower Budget, revised Project Budgets (for each Project Company) and revised Annual Operating Budgets (for each Project Company) all in form and substance acceptable to the Administrative Agent and the GenHoldings Lenders (in their sole dis...
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement and the obligations of the Lender to make the initial extension of credit hereunder are subject to the following conditions precedent:
Conditions Precedent to Effectiveness of Agreement. The obligation of the Lenders to undertake the Commitments and make the Term D Loan on the Restatement Effective Date and the effectiveness of this Agreement are subject to the prior or contemporaneous fulfillment of each conditions set forth in the Restatement Agreement to which this Agreement is attached.
Conditions Precedent to Effectiveness of Agreement. The Borrowers understand that this Agreement shall not be effective and Lender shall have no obligation to forebear exercising any rights or remedies under the Credit Documents unless and until each of the following conditions precedent (the "Conditions") have been satisfied on or before the commencement of the Forbearance Period:
(a) Each Borrower shall have executed and delivered to Lender certified resolutions of its directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated thereof; (b) Continental Global, N.E.S. Investment Co., and CFSC Wayland Advisors, Inc. shall have entered into and delivered to Lender a copy of the Global Forbearance Agreement; (c) neither the Trustee under, nor holders of 25% or more of the Series A and Series B Notes issued by Continental Global under the Indenture, shall have declared the Series A and Series B Notes and/or any Liquidated Damages to be due and payable; and (d) the Borrowers shall have paid Lender the Initial Forbearance Payment due under Section 8and all other amounts owing under Section 9 The parties hereby agree that in the event the Forbearance Period commences and any Conditions have not yet been satisfied, then until the Borrowers satisfy such Conditions, the Borrowers shall be deemed to be in Default hereunder and Lender shall be entitled to exercise any of its rights and remedies hereunder.
Conditions Precedent to Effectiveness of Agreement. This agreement shall not be effective unless and until; (a) the Group receives any required approvals for the application from the Commissioner; (b) the Member is in good standing of a bona fide industry, trade or professional organization designated by the Board of Trustees of the Group, if any; and (c) the Member’s application is approved by either the Board of Trustees of the Group or the Administrator consistent with the selection criteria adopted by the Board of Trustees of the Group; provided, however, if a prospective member does not meet the selection criteria adopted by the Board of Trustees of the Group, then a prospective member’s application must be approved by the Board of Trustees.
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement shall be subject to the prior or simultaneous fulfillment of each of the following conditions:
(a) the Agent shall have received the following:
(i) This Agreement, duly executed by the Company and the Lenders;
(ii) Notes payable to any Lenders requesting such Notes, duly executed by the Company, complying with the requirements of Section 2.3;
(iii) Guaranties of the initial Guarantors, duly executed by such Guarantors;
(iv) copies of the articles or certificate of incorporation or organization, including all amendments thereto, of the Company and the initial Guarantors, certified, as of a date acceptable to the Agent, by the appropriate governmental official of the jurisdiction of its incorporation or organization;
(v) long-form certificates of good standing of the Company and the initial Guarantors, as of a date acceptable to the Agent, from such governmental official;
(vi) certificates of the Secretary or an Assistant Secretary of the Company and the initial Guarantors, dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of the organizational documents of the Company or such Guarantor as in effect on such date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, sole shareholder or other governing body of the Company or such Guarantor, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Company, the borrowings thereunder, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles or certificate of incorporation or organization of the Company or such Guarantor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to Section 3.1(a)(iv), and (D) as to the authority, incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith or therewith on behalf of the Company or such Guarantor;
(vii) the Historical Financial Statements;
(viii) the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company and its Subsidiaries, addressed to the Lenders, as to the matters and to the effect set forth in Exhibit D-1 and (B) General Counsel of the Company, as to the matters and to the effect set forth in Exhibit D-2; and
(ix) a certificate o...
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Administrative Agent:
a. Administrative Agent shall have received this Agreement duly executed by the Borrower and Guarantors.
b. After giving effect to the terms of this Agreement, the representations and warranties contained herein and in the Loan Agreement and the other Basic Documents shall be true and correct in all material respects (except for such representations and warranties already qualified by materiality which shall be true and correct in all respects) on and as of the Effective Date (except to the extent they expressly relate to an earlier time); and no Default or Event of Default shall have occurred and be continuing.
c. Borrower shall have paid to Administrative Agent, on behalf of itself and Lenders, all reasonable and documented fees, costs and expenses due and owing to Administrative Agent, Lenders and any of their Affiliates as of the date hereof under the Loan Agreement. All fees, costs, expenses and other amounts payable hereunder shall be non-refundable and fully earned upon Administrative Agent’s receipt of such fees, costs, expenses or amounts.
Conditions Precedent to Effectiveness of Agreement. This Agreement shall become effective upon the date (the "EFFECTIVE DATE") each of the following conditions have been satisfied:
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement and the obligations of the Lenders to make the Loans are subject to the following conditions precedent: