Material Transaction Documents Sample Clauses

Material Transaction Documents. Borrower shall have Made Available to Lender fully executed copies of each of the Transaction Documents listed on Schedule 3.1(e) attached hereto and applicable to the applicable Additional Advance Date, each of which shall be certified by Borrower that (i) such copy is a true and complete copy of such document (including all schedules, exhibits, attachments, supplements and amendments thereto and any related side letters), (ii) such document has been duly executed and delivered by (A) the Project Company and each Affiliate of the Project Company, as applicable, and (B) to Borrower’s Knowledge, each other party thereto, (iii) to Borrower’s Knowledge, such document is in full force and effect, and no party to such document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder, and (iv) there has been no material change to any such document from the forms of such document most recently Made Available to Lender prior to the applicable Advance Date that was not previously approved by Lender as provided in the next sentence. Borrower may seek Lender’s consent to any material changes to the Material Transaction Documents prior to the applicable Additional Advance Date, which consent shall not be unreasonably withheld, conditioned or delayed. Upon obtaining such consent, Borrower shall not be required to reference the applicable change to the Material Transaction Document(s) in its certification set forth in clause (iv) of this Section 3.2(b). The EPC Contract for the Project with Xxxxxxx Power Corporation or an Affiliate thereof shall be in full force and effect.
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Material Transaction Documents. None of the Material Transaction Documents (including the Acquisition Agreement) shall have been amended, supplemented, waived or otherwise modified in any material respect after the date of the Commitment Letter without the prior written consent of the Agents (which consent shall not be unreasonably withheld). The Agents shall have received (with copies for each Lender that has expressly requested copies thereof) fully executed copies of each of the Material Transaction Documents, certified to be true and complete copies thereof by an Authorized Officer of Holdings. The Material Transaction Documents shall be in full force and effect as of the Tender Offer Closing Date and the parties thereto shall be in full compliance therewith in all material respects.
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Material Transaction Documents. (i) The Borrower or any Subsidiary shall fail to perform its obligations under any of the Material Transaction Documents, which failure could reasonably be expected to have a Material Adverse Effect, and such failure continues for thirty (30) days after the earlier of (A) the Borrower or such Subsidiary becoming aware of such failure or (B) receipt by the Borrower or such Subsidiary of notice from the Administrative Agent or any Lender of such failure; provided, that if the Borrower or such Subsidiary is proceeding with diligence and good faith to cure such default and such default is susceptible to cure and the extension of such cure period could not reasonably be expected to have a Material Adverse Effect, such thirty (30)-day period shall be extended as may be necessary to cure such failure, such extended period not to exceed ninety (90) days in the aggregate (inclusive of the original thirty (30)-day period); or
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Material Transaction Documents. (i) The Borrower or any Subsidiary shall fail to perform its obligations under any of the Material Transaction Documents, which failure could reasonably be expected to have a Material Adverse Effect, and such failure continues for thirty (30) days after the earlier of (A) the Borrower or such Subsidiary becoming aware of such failure or
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Material Transaction Documents. The Merger Agreement shall not have been amended, supplemented, waived or otherwise modified in any material respect after the date of the Commitment Letter without the prior written consent of the Approval Lenders (which consent shall not be unreasonably withheld). The U.S. Administrative Agent shall have received (with copies for each Lender that has expressly requested copies thereof) fully executed copies of each of the Material Transaction Documents, certified to be true and complete copies thereof by an Authorized Signatory of the U.S. Borrower and in form and substance reasonably satisfactory to the Approval Lenders. The Material Transaction Documents shall be in full force and effect as of the Closing Date and the parties thereto shall be in full compliance therewith in all material respects.
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Related to Material Transaction Documents

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Acquisition Documents Borrower has made available to Lender true and complete copies of all material agreements and instruments under which Borrower or any of its Affiliates or the seller of any of the Properties have remaining material rights or material obligations in respect of Borrower’s acquisition of the Properties.

  • Formation Documents (i) With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Transaction Documents This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.

  • Amendments to Transaction Documents On and after the Closing Date, each of the Transaction Documents are hereby amended as follows:

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Authorization Documents For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

  • Organization Documents Amend, modify or otherwise change any of the terms or provisions in any of its Organization Documents as in effect on the date hereof, except for changes that do not affect in any way such Borrower’s or any of its Subsidiaries’ rights and obligations to enter into and perform the Loan Documents to which it is a party and to pay all of the Obligations and that do not otherwise have a Material Adverse Effect.

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