Conditions Precedent to Funding Clause Samples

Conditions Precedent to Funding. Lender’s obligation to fund any installment of the Loan on the Funding Date therefor is subject to the satisfaction of the following conditions precedent and the Lender’s receipt on or before the Funding Date of the following, in form and substance reasonably satisfactory to Lender: (a) an executed copy of this Agreement; (b) an executed copy of the Security Agreement and Subordination Acknowledgment; (c) evidence that all payments due by Borrower during June 2017 and on or before that Funding Date with respect to the Designated Leases have been paid in full; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the resolutions of Borrower’s board of managers evidencing approval of the transactions contemplated by this Agreement, and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party; (e) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of this Agreement are true and accurate as though made on the Funding Date, (y) no Event of Default exists or will result from the Loan and (z) no “Event of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consents, approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of this Agreement and the transactions contemplated hereby shall have been obtained; and (g) such additional opinion(s) and document(s) the Lender requests.

Conditions Precedent to Funding. The obligation of each Lender to make any Loan requested to be made by it on a Closing Date is subject to the following conditions precedent as of such date: (a) The Effective Date shall have occurred. (b) The Specified Acquisition(s) in respect of which the funding hereunder is being made shall have been consummated, or substantially concurrently with the funding hereunder shall be consummated, in each case pursuant to and on the terms and conditions set forth in the Specified Acquisition Agreement(s) in respect of such Specified Acquisition(s) and without giving effect to amendments, supplements, waivers or other modifications to or consents under such Specified Acquisition Agreement(s) that are adverse in any material respect to the Lenders and that have not been approved by the Joint Lead Arrangers, such approval not to be unreasonably withheld or delayed (it being understood and agreed that (a) any decrease in the purchase price shall be deemed to be materially adverse to the Lenders unless the aggregate decrease does not exceed 10% and is allocated as agreed with the Joint Lead Arrangers and (b) any increase in the purchase price shall be deemed not to be materially adverse so long as not financed with the incurrence of Indebtedness). (c) The Joint Lead Arrangers shall have received in the case of the Borrower (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Borrower for each of the three fiscal years most recently ended at least 60 days prior to each Closing Date (and audit reports for such financial statements shall not be subject to any qualification or “going concern” disclosures) and (ii) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 40 days prior to such Closing Date. Reports and financial statements required to be delivered pursuant to clauses (i) and (ii) above shall be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are made publicly available on the SEC’s ▇▇▇▇▇ database. (d) All costs, fees, expenses and other compensation required by the Commitment Letter and the Fee Letter (as defined in the Commitment Letter) to be payable to the Joint Lead Arrangers, the Administrative Agent or the Lenders at or prior to each Closing Date (in the case of expenses, to the...

Conditions Precedent to Funding. The satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”): (a) the occurrence of the Sixth Amendment Effective Date; (b) the Agent and the Lenders shall have received, in form and substance satisfactory to the Lenders, wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available funds; (c) the 2024 Term Loans shall be deemed to have been made in the PIK Fee Amount in accordance with the Amendment Number Six Fee Letter; (d) the issuance by Parent of the 2024 Warrants to the 2024 Term Loan Lenders or their Affiliates or Approved Funds; and (e) the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 Term Loan shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed 2024 Borrowing Date specifying its objection thereto.

Conditions Precedent to Funding. The effectiveness of this Agreement and the obligation of the Lender to make the Loan are subject to the satisfaction of all of the following conditions on or prior to the Effective Date (in addition to the other terms and conditions set forth herein):

Conditions Precedent to Funding. Anything else in this Agreement or otherwise to the contrary notwithstanding, the Grant is expressly conditioned upon Grantee’s fulfillment of all terms and conditions of this Agreement to GOCO’s satisfaction in its sole discretion, including but not limited to the following:

Conditions Precedent to Funding. The obligations of the Lender to make any Advance, are subject to the conditions precedent that the Lender shall have received the following, in form and substance satisfactory to the Lender: (a) This Agreement, duly executed by the Borrower and the Lender; (b) The Supplements, duly executed by the Borrower and the Lender; (c) The Term Note and the Revolving Line of Credit Note duly executed by the Borrower; (d) The Mortgage, fully executed and notarized, to secure the Loans encumbering on a first lien basis the fee interest and/or leasehold interest of the Borrower in the Real Property and the fixtures thereon described in Schedule 3.01(d); (e) A Security Agreement duly executed by the Borrower and in a form as provided by the Lender by which security agreement the Lender is granted a security interest by the Borrower in the Collateral;

Conditions Precedent to Funding. Each 2013 Incremental Term Loan Lender’s obligation to make 2013 Incremental Term Loans is subject to satisfaction or due waiver of the conditions set forth in Annex I to the 2013 Incremental Term Loan Commitment Agreement.

Conditions Precedent to Funding. The Lender shall not be obligated to fund the Project Loan until all of the conditions set forth in this Section 7 shall have been satisfied.

Conditions Precedent to Funding. 22 Section 6.01 Conditions Precedent to Obligations of the Purchasers 22 Section 6.02 Conditions Precedent to Obligations of the Seller..