ADVANCE CONDITIONS Sample Clauses

ADVANCE CONDITIONS. Sprint shall not be required to make a requested Advance, if on the proposed Borrowing Date for such Advance: (a) There is then outstanding any "Recommended Third Party Offer," as such term is defined in the Governance Agreement; (b) All representations and warranties of the Borrowers contained herein are not true and correct (i) as of the date referred to in any representation or warranty that addresses a matter as of a particular date and (ii) as to all other representations and warranties as of the date of such proposed Advance, unless, in either the case of clause (i) or (ii), the inaccuracy of such representations and warranties would not, individually or in the aggregate, have a Material Adverse Effect; (c) The Average Market Price of the Newco Common Stock is less than $13.00 (adjusted after the date hereof for any stock split, stock dividend or other subdivision or combination of the Newco Common Stock); (d) A Borrowing Notice shall not have been properly submitted with respect to such Advance; (e) A duly executed Note representing the Advance has not been received by Sprint; (f) The Facility Termination Date shall have occurred; or (g) A Default or Event of Default has occurred and is continuing or will exist as a result of the requested Advance; provided, however, this clause (g) shall not apply to any Default, the facts of which have been specifically disclosed to Sprint in the Borrowing Notice for such Advance and as to which Sprint has, within five (5) Business Days after Sprint's receipt of the Borrowing Notice, neither advised the Borrowers of its intent to declare an Event of Default nor, advised the Borrowers that it intends to exercise its rights in this clause (g) and not make the requested Advance (as is Sprint's right, exercising such right in its sole discretion). Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrowers that the conditions contained in this Article IV have been satisfied. Sprint may require a duly completed compliance certificate (dated the Borrowing Date) in substantially the form of Exhibit B hereto as a condition to making an Advance. ---------
Sample 1Sample 2See All (5)
ADVANCE CONDITIONS. Section 5.1. Conditions Precedent to First Advance under this Agreement............................................
Sample 1
ADVANCE CONDITIONS. Prior to the funding of any advance under the Loan Commitment, all of the conditions and requirements as set forth in Section 9 hereof must also be satisfied and performed.
Sample 1
ADVANCE CONDITIONS. Each Loan shall be subject to the Administrative Agent’s receipt, review, approval and/or confirmation of the following, each in form and content satisfactory to the Administrative Agent in its sole discretion: 1. There shall exist no Potential Default or Event of Default (currently or after giving effect to the requested advance). 2. The representations and warranties contained in this Loan Agreement and in all other Loan Documents are true and correct. 3. Such Loan shall be secured by the Loan Documents.
Sample 1
ADVANCE CONDITIONS. Borrower shall have delivered to Agent the following: (a) a duly executed Advance Request for each applicable Advance; (b) for the initial Advance, executed copies of the Loan Documents and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (c) for the initial Advance, copy of resolutions of Borrower’s members and managers evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (d) for the initial Advance, copies of the organizational documents, as amended through the Closing Date, of Borrower; and (e) for each Advance, Agent shall have approved, in writing, Borrower’s most recent operating budget (the “Approved Budget”).
Sample 1
ADVANCE CONDITIONS. The initial advance of the Loans shall be subject to the Administrative Agent’s receipt, review, approval and/or confirmation of the following, each in form and content satisfactory to the Administrative Agent in its sole discretion:
Sample 1
ADVANCE CONDITIONS. The Trustee's obligation to make any Project Financing Advance shall be subject to the satisfaction of the following conditions: (a) No Event of Default shall have occurred and be continuing hereunder; (b) The Company shall have approved such Advance in writing; (c) For each Advance other than the first disbursement pursuant to the Closing Memorandum, the Independent Engineer shall have approved such Advance in writing; and (d) In the case of the first disbursement of the Project Financing pursuant to the Closing Memorandum: (i) the Trustee shall have sold 100% of the Certificates and shall be in receipt of 100% of such sale proceeds; (ii) all instruments required to create and protect the Trustee's security interest in the Pledged Property shall have been duly executed, delivered, recorded or filed in such manner and places as required by law to establish, protect and preserve the lien of the Trust Agreement on such Pledged Property, and all taxes, fees and other charges required by law in connection with such recording or filing shall have been duly paid or provided for; (iii) all other Project Financing Documents shall have been duly executed and delivered by the parties thereto; and (iv) the Trustee shall have received the Engineer's Report; and (v) the Company shall have delivered or caused the Contractor to deliver, to the Trustee unconditional lien waivers reasonably satisfactory to it covering all lienable work performed with respect to the ESPC Project prior to the Closing Date.
Sample 1