Conditions for the Benefit of the Authority. The Authority shall be obligated to consummate the Closing in accordance with the terms hereof only if each of the following conditions precedent has been satisfied in full at or before the Time of Closing, unless waived by the Authority: (i) the representations and warranties of the Lessee in Section 9.2 shall be true and correct on and as of the Date of this Agreement at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except for (A) such representations and warranties made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date, and (B) failures of representations and warranties to be true or correct that, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the ability of the Lessee to consummate the transactions contemplated hereby or perform its obligations hereunder (it being understood that, for purposes of determining whether such failures have not had and are not reasonably likely to have a material adverse effect on the ability of the Lessee to consummate the transactions contemplated hereby or perform its obligations hereunder, all materiality qualifications and references to a material adverse effect contained in such representations and warranties shall be disregarded); (ii) the Lessee shall not be in material breach of any covenant on its part contained in this Agreement that is to be performed or complied with by the Lessee at or prior to the Time of Closing; provided that the Lessee shall have been given prompt notice of such breach and given a reasonable opportunity to cure such breach prior to the Closing Date (it being understood that the opportunity to cure such breach prior to the Closing Date may not extend beyond the Outside Closing Date); (iii) the Lessee shall have delivered to the Authority a legal opinion of counsel to the Lessee, substantially in the form attached hereto as Schedule 10; (iv) the Lessee shall have delivered to the Authority (A) the evidence of insurance policies (which may be in the form of certificates of insurance) required to be delivered by the last sentence of Section 2.5(e), (B) an Officer’s Certificate certifying that the Lessee has a capitalization as of the Closing Date that includes equity that is equal to at least 20% of the Leasehold Fee and (C) Sworn Statement for Closing (duly notarized as of the Closing Date); and (v) the Lessee shall have delivered to the Authority a certificate confirming that each of the conditions set forth in Section 2.4(b)(i) through (iv) has been satisfied in full by the Lessee (except for any such condition that has been waived in writing by the Authority) at or before the Time of the Closing.
Appears in 3 contracts
Samples: Lease Agreement (Southeast Airport Group), Lease Agreement, Lease Agreement
Conditions for the Benefit of the Authority. The Authority shall be obligated to consummate the Closing in accordance with the terms hereof only if each of the following conditions precedent has been satisfied in full at or before the Time of Closing, unless waived in writing by the AuthorityAuthority in its discretion:
(i) the representations and warranties of the Lessee Concessionaire set forth in Section 9.2 11.2 shall be true and correct on and as of the Effective Date of this Agreement and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except for (A) such that representations and warranties made that by their terms are applicable only as of a specified date, in which case such representations and warranties shall the Effective Date or some other date need be true and correct only as of such specified date, date and (B) for failures of representations and warranties to be true or correct that, individually or in the aggregate, have not had and are not reasonably likely to have (1) a material adverse effect on the ability of the Lessee Concessionaire to consummate the transactions contemplated hereby or perform its obligations hereunder or (it being understood that, for purposes of determining whether such failures have not had and are not reasonably likely to have a material adverse effect on the ability of the Lessee to consummate the transactions contemplated hereby or perform its obligations hereunder, all materiality qualifications and references to a material adverse effect contained in such representations and warranties shall be disregarded)2) an AIDEA Material Adverse Effect;
(ii) since the Lessee shall Effective Date, there has not be in material breach of been any covenant on its part contained transaction or occurrence related to the transactions contemplated in this Agreement, including the Concession, that has resulted or is reasonably likely to result in an AIDEA Material Adverse Effect;
(iii) no outstanding Concessionaire Default shall exist;
(iv) the Concessionaire shall have performed and complied with the agreements, covenants and obligations required by this Agreement that is to be so performed or complied with by the Lessee Concessionaire at or prior to the Time of Closing; provided that the Lessee shall have been given prompt notice of such breach and given a reasonable opportunity to cure such breach prior to the Closing Date (it being understood that the opportunity to cure such breach prior to the Closing Date may not extend beyond the Outside Closing Date);
(iiiv) the Lessee Authority shall have received confirmation from the Depositary in a form satisfactory to the Authority that: (A) an equity contribution of the Investor in an amount not less than $20,000,000 has been received by the Depositary, (B) if the amount received by the Depositary is less than Actual Investor Equity Contribution, a Letter of Credit of which the Authority is a beneficiary and on which the Authority shall have the right to draw, in the amount of the Residual Investor Contribution (the Investor Equity Contribution Letter of Credit) has been posted, and (C) if there is any Actual Additional Equity Commitment as of the Closing Date, a Letter of Credit of which the Authority is a beneficiary and on which the Authority shall have the right to draw, in the amount of the Actual Additional Equity Commitment (the Additional Equity Commitment Letter of Credit) has been posted, each in accordance with the terms of the Equity Contribution Agreement;
(vi) the Authority shall have received confirmation from each Third Party Lender in a form satisfactory to the Authority that all conditions precedent to closing and to the availability and utilization of Third Party Loans as set forth in such Third Party Lender's Third Party Loan Agreement (if any) have been satisfied;
(vii) the Concessionaire shall have delivered to the Authority a legal opinion of counsel to the LesseeConcessionaire, in substantially in the form attached hereto as Schedule 10M;
(ivviii) the Lessee shall have delivered to the Authority (A) the evidence of insurance policies (which may be in the form of certificates of insurance) required to be delivered by the last sentence of Section 2.5(e), (B) an Officer’s Certificate certifying that the Lessee has a capitalization as of the Closing Date that includes equity that is equal to at least 20% of the Leasehold Fee and (C) Sworn Statement for Closing (duly notarized as of the Closing Date); and
(v) the Lessee Concessionaire shall have delivered to the Authority a certificate confirming legal opinion of counsel to each Equity Participant, in substantially the form attached hereto as Schedule N;
(ix) to the extent the Concessionaire can obtain such opinions using Reasonable Efforts, the Concessionaire shall have delivered to the Authority a legal opinion of counsel to each Project Party (other than the Equity Participants), in substantially the form attached hereto as Schedule O;
(x) the Concessionaire shall have delivered to the Authority its unaudited quarterly financial statements for the quarter most recently ended, as certified by the Concessionaire’s chief financial officer that such financial statements fairly present the financial condition and the results of operations, changes in equity and cash flows of the Concessionaire as at the respective dates of and for the periods referred to in such financial statements;
(xi) the Concessionaire shall have delivered to the Authority evidence that each of the conditions set forth in Section 2.4(b)(i) through (iv) has been satisfied in full by Required Coverages that the Lessee (except for any such condition that has been waived in writing by the Authority) at or before the Time of the Closing.Concessionaire is required to maintain pursuant to Section
Appears in 1 contract
Samples: North Slope LNG Concession Agreement
Conditions for the Benefit of the Authority. The Authority shall be obligated to consummate the Closing in accordance with the terms hereof only if each of the following conditions precedent has been satisfied in full at or before the Time of Closing, unless waived by the Authority:
(i) the representations and warranties of the Lessee Concession Company in Section 9.2 shall be true and correct on and as of the Date of this Agreement at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except for (A) such representations and warranties made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date, and (B) failures of representations and warranties to be true or correct that, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the ability of the Lessee to consummate the transactions contemplated hereby or perform its obligations hereunder (it being understood that, for purposes of determining whether such failures have not had and are not reasonably likely to have a material adverse effect on the ability of the Lessee Concession Company to consummate the transactions contemplated hereby or perform its obligations hereunder, all materiality qualifications and references to a material adverse effect contained in such representations and warranties shall be disregarded);
(ii) the Lessee Concession Company shall not be in material breach of any covenant on its part contained in this Agreement that is to be performed or complied with by the Lessee Concession Company at or prior to the Time of Closing; provided that the Lessee Concession Company shall have been given prompt notice of such breach and given a reasonable opportunity to cure such breach prior to the Closing Date (it being understood that the opportunity to cure such breach prior to the Closing Date may not extend beyond the Outside Closing Date);
(iii) the Lessee Concession Company shall have delivered to the Authority a legal opinion (A) of counsel to the LesseeConcession Company and Enka Construction and Development B.V. (or any successor Contractor Approved by the Authority) with respect to this Agreement, the Construction Contract described in Section 2.4(b)(v)(A), and the Technical Services Agreement described in Section 2.4(b)(v)(B), and (B) of counsel to Global Ports Holding PLC with respect to the Technical Services Agreement described in Section 2.4(b)(v)(B), in each case substantially in the form respective forms of opinion attached hereto as Schedule 10 and Schedule 10-A;
(iv) the Lessee Concession Company shall have delivered to the Authority Authority
(A) the evidence of insurance policies (which may be in the form of certificates of insurance) required to be delivered by the last sentence of Section 2.5(e13.2(a), (B) an Officer’s Certificate certifying that the Lessee Concession Company has a capitalization as of the Closing Date that includes equity that is equal to at least 20% of the Leasehold Concession Fee and (C) Sworn Statement for Closing (duly notarized as of the Closing Date); and;
(v) the Lessee Concession Company shall have executed and delivered to the Authority (A) the Construction Contract with Enka Construction and Development B.V., a company incorporated in the Netherlands (or any successor Contractor Approved by the Authority), for the design, engineering, procurement, construction and completion of the Initial Investment Projects (other than the Rehabilitation Pier 4 Wharf or the Pan American Piers Wharf Structure Project if the Authority has given the Concession Company the notice and election in accordance with Section 4.12(c) that it has received Government Contributions for the Pier 4 Reconstruction or the Pan American Piers Wharf Structure Project), Approved by the Authority and executed by such Contractor, (B) the Technical Services Agreement with Global Ports Holding PLC for the provision of operational and management services by such Contractor to the Concession Company in relation to the Cruise Port Facility Operations under this Agreement (the “Technical Services Agreement”), Approved by the Authority and executed by such Contractor, and (C) the Concession Mortgage and related Documents securing Concession Mortgage Debt in an amount sufficient to pay (together with equity of the Concession Company available to pay) (x) the contract price under the Construction Contract for the design, engineering, procurement, construction and completion of the Initial Investment Projects, including the Rehabilitation Pier 4 Wharf, (y) the Concession Fee, and (z) the amounts required to be deposited in the Escrow Account as provided in Section 2.11(b), Approved by the Authority and executed by the applicable Concession Mortgagee and any other applicable Person;
(vi) the Concession Company shall have delivered to the Authority a certificate confirming that each of the conditions set forth in Section 2.4(b)(i30% Design and Technical Specifications for (A) through the Pan American Piers Wharf Structure Project, (ivB) has been satisfied in full by all other Cruise Pier Improvement Projects for the Lessee (except for any such condition that has been waived in writing by the Authority) at or before the Time of the Closing.Initial Investment Projects, and
Appears in 1 contract
Samples: Public Private Partnership Agreement
