Conditional Commitment Sample Clauses

Conditional Commitment. Lender shall have received the fully executed Conditional Commitment from the USDA having terms and conditions satisfactory to Lender, together with all documentation satisfactory to Lender evidencing the USDA’s approval of the substitution of Lender as Lender in the Conditional Commitment.

Conditional Commitment. If the Company Board (or any committee thereof) has resolved to make a Company Board Recommendation Change and provide a notice thereof pursuant to Section 5.3(d)(ii)(3) with respect to a Superior Proposal, in order to enable the Company Board (or committee thereof) to be sufficiently comfortable that such Superior Proposal will remain available to the Company when and if this Agreement is terminated as and to the extent permitted hereunder in respect of such Superior Proposal, the Company may enter into a binding letter agreement (the “Conditional Commitment”) with the third party making such Superior Proposal (the “Committed Bidder”), which Conditional Commitment may (i) provide that the Committed Bidder is obligated, on behalf of the Company, to pay the Company Termination Fee and any other fee or expense required to be paid by the Company pursuant to the relevant provisions of this Agreement in accordance with the terms thereof, (ii) attach as an exhibit thereto a fully negotiated agreement and plan of merger providing for the transaction contemplated by the Superior Proposal and/or (iii) provide that the Company shall enter into such agreement and plan of merger, and/or that such agreement and plan of merger shall automatically become binding on the Company, only on and after (and in no event before) both (A) the termination of this Agreement in accordance with its terms and (B) the payment by the Company (or by the Committed Bidder on behalf of the Company) of the Company Termination Fee or any other fee or expense required to be paid hereunder; provided, however, that the Conditional Commitment may not (x) impose on the Company or any Company Related Parties any liability or obligation except as contemplated above or (y) impose on Parent or any Parent Related Parties any liability or obligation at any time, including following the termination of this Agreement. Notwithstanding the foregoing, the Parties further agree that, in the circumstances described in the immediately preceding sentence, until the termination of this Agreement in accordance with its terms, (1) in no event may the Conditional Commitment permit the Committed Bidder to make any SEC or other regulatory filings in connection with the transactions contemplated by Conditional Commitment until the termination of this Agreement unless otherwise required by Law and (2) the Company shall otherwise remain subject to all of its obligations under this Agreement applicable thereto.

Conditional Commitment. In connection with the foregoing, we are pleased to advise you that DOE is willing to (i) arrange the Loans, (ii) designate the Applicant as a borrower under the Program Financing Agreement (as defined in the Term Sheet) and (iii) cause FFB to enter into a Note Purchase Agreement (as defined in the Term Sheet) with the Applicant for the purchase of Notes (as defined in the Term Sheet) issued by the Applicant evidencing the Loans, as more particularly set out below. DOE’s commitment hereunder is subject to (a) the preparation, execution and delivery of Definitive Agreements (as defined below) incorporating the terms and conditions set forth in this Conditional Commitment Letter, satisfactory to DOE in its sole discretion; (b) the absence of a Material Adverse Effect (as defined below); (c) DOE’s satisfaction, in its sole discretion, with all legal matters with respect to the Applicant and the Obligors (as defined in the Term Sheet); (d) DOE’s satisfaction, in its reasonable discretion, with all tax and accounting matters with respect to the Applicant and the Obligors; (e) DOE’s satisfaction, in its reasonable discretion, with the capital, corporate and organizational structure of the Applicant and its material subsidiaries; (f) your receipt to DOE’s satisfaction, in its sole discretion, of all material governmental and third party consents (if any) necessary to permit the Loans and the borrowings thereunder; and (g) those conditions precedent specified in the Term Sheet.

Conditional Commitment a) Canada has determined that no environmental assessment (EA) of the Project is required under the Canadian Environmental Assessment Act (CEAA). However, should Canada subsequently determine that an EA of the Project is required pursuant to the CEAA, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that an EA of the Project is required and such situation will remain at least until Canada has decided that, taking into account the implementation of any mitigation measures that Canada considers appropriate, the Project as assessed pursuant to the CEAA (“CEAA Project”) is not likely to cause significant adverse environmental effects or the “CEAA Project” is likely to cause significant adverse environmental effects that can be justified in the circumstances. b) In the event that an Environmental Assessment becomes necessary in accordance with subsection 6.1(a), the Recipient agrees that the terms and conditions set out at section 1 (Environmental Assessment) at Schedule G will be applicable.

Conditional Commitment a) Canada has determined that no duty to consult Aboriginal groups arises in the context of this Project. However, should Canada determine later on, or as a result to changes to the Project, that a duty to consult does arise, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that a duty to consult arises until Canada has decided that the duty to consult is fulfilled. b) In the event that a duty to consult should arise as described at subsection 7.1(a), the Recipient agrees that the terms and conditions at section 2 (Aboriginal Consultations) at Schedule G will be applicable.