Developer Conditions Precedent Sample Clauses
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Developer Conditions Precedent. Developer shall be responsible for satisfying the following conditions precedent to Financial Close:
(a) on and from the Agreement Date through and including the Financial Close Date, Developer shall have performed and complied with its material obligations under this Agreement, and no Developer Default (or event that, with the passage of time or the giving of any notice, would become a Developer Default) shall have occurred and be continuing on the Financial Close Date;
(b) as of the Financial Close Date, each representation and warranty made by Developer pursuant to Section 5.1.1 of the Project Agreement shall be true and correct as of such date, as certified by Developer; Central 70 Project: Project Agreement Schedule 1 (Financial Close)
(c) Developer shall have provided the Enterprises with:
(i) a copy, certified by Developer as true, complete and accurate, of each executed Financing Document that is not also an Enterprise Closing Agreement, each of which shall be in form and substance consented to by the Enterprises (such consent not to be unreasonably withheld); and
(ii) a counterpart of each Enterprise Closing Agreement executed by all parties thereto other than the Enterprises (including other than BE acting as PABs Issuer), each of which shall be in form and substance consented to by the Enterprises (such consent not to be unreasonably withheld);
(d) Developer shall have provided the Enterprises with such documents and certificates as the Enterprises may reasonably request evidencing:
(i) Developer’s organization, existence and qualification to do business, including any articles of incorporation, bylaws, partnership agreement, joint venture agreement and/or other appropriate organizational documents and a statement of foreign entity authority, if applicable;
(ii) that all necessary company or partnership action has been taken by Developer to authorize the execution, delivery and performance of each Financing Document and each Enterprise Closing Agreement to which it is a party;
(iii) the authority, power and capacity of the individuals executing the agreements referred to in Section 2.2(d)(ii) of this Schedule 1 on behalf of Developer;
(iv) satisfaction, or waiver, of all conditions precedent to closing and funding the Project Debt under the Financing Documents;
(v) Committed Investments that satisfy the requirements of Section 26.1 of the Project Agreement;
(vi) by reference to the Financial Model and other closing documentation (such as a flow ...
Developer Conditions Precedent. Developer’s obligation to proceed with the acquisition of the Property from City is subject to the fulfillment or waiver by Developer of each and all of the conditions precedent described below (“Developer Conditions Precedent”), which are solely for the benefit of Developer, and which shall be fulfilled or waived within the time periods provided for herein, and in any event, no later than the Outside Date:
Developer Conditions Precedent. Developer’s obligation to proceed with the acquisition of the Property from the City pursuant to the terms of this Agreement is subject to the fulfillment or waiver by Developer of each and all of the conditions precedent described below (“Developer Conditions Precedent”). The Developer Conditions Precedent are solely for the benefit of the Developer and shall be fulfilled or waived within the time periods provided for herein, and in any event, no later than the date specified in the Schedule of Performance.
(1) There exists no condition, event or act which would constitute a breach or default under this Agreement, the City Documents, the Development Approvals, or under any other project financing agreements or contracts related to the Development, or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default by the City.
(2) Subject to payment of the applicable fees, City shall be ready to issue the building permit(s) necessary for the Developer to Commence Construction of the Development.
(3) The Title Company shall, upon payment of Title Company’s regularly scheduled premium, be irrevocably committed to issue a title policy upon recordation of the Grant Deed insuring Developer’s fee interest in the Property, subject only to the exceptions in Section 3.7 below.
(4) There shall be an absence of any condemnation, environmental or other pending governmental or any type of administrative or legal proceedings with respect to the Property which would materially and adversely affect Developer’s intended uses of the Property or the value of the Property.
(5) There shall not have occurred between the Effective Date and the Closing a material adverse change to the physical condition of the Property.
(6) There is no existing, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the City or the Developer or the Property that would, if adversely determined, materially adversely affect the Development or the Developer's or the City's ability to perform their obligations under this Agreement or the Developers' ability to develop and operate the Development.
Developer Conditions Precedent. The obligations of the Developer under this Agreement shall be conditioned upon the full satisfaction, or waiver by Developer, of the conditions precedent set forth in Section 5.2 of the Lease.