Common use of CONDITIONS OF ALL LOANS Clause in Contracts

CONDITIONS OF ALL LOANS. The obligation of IFC to make any Loan under any Tranche, including the First Loan, any Rollover Loan and any Term Loan, is also subject to the conditions that:  (a) no Event of Default or Potential Event of Default has occurred and is continuing or will occur on making such Loan;  (b) in respect of any Loan which is not a Rollover Loan or the Term Loan under the Initial Term Tranche, the proceeds of that Loan are, at the date of the relevant request, needed by the Borrower for the purpose of the Project, or will be needed for that purpose within six (6) months of that date or are needed to reimburse the Borrower for costs incurred in connection with the Project;  (c) since the date of this Agreement, nothing has occurred and is continuing that has or can reasonably be expected to have a Material Adverse Effect;  (d) since the date of its most recent financial statements, neither the Borrower nor the Sponsor, nor any of their respective Affiliates has incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (Negative Covenants ));  (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Loan with the same effect as if those representations and warranties had been made on and as of the date of that Loan (but in the case of Section 4.01 (c) (Representations and Warranties), without the words in parentheses);  (f) the proceeds of that Loan are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country;  (g) IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's counsel in Gabon, Nxx Xxxx, Xxx Xxxx, Xxxxxx, Xxxxxxx and/or Texas, and concurred in by counsel for the Borrower in the relevant jurisdiction(s), with respect to any matters relating to that Loan;  (h) after giving effect to that Loan, the Borrower would not be in violation of:  (i) its Charter; 

CONDITIONS OF ALL LOANS. The obligation of IFC to make any Loan under any either Tranche, including the First Loan, and any Rollover Loan and any Term Loan, is also subject to the conditions that: : (a) no Event of Default or Potential Event of Default has occurred and is continuing or will occur on making such Loan; ; (b) in respect of any Loan which is not a Rollover Loan or the Term Loan under the Initial Term TrancheLoan, the proceeds of that Loan are, at the date of the relevant request, needed by the Borrower for the purpose of the Project, or will be needed for that purpose within six (6) months of that date or are needed to reimburse the Borrower for costs incurred in connection with the Project; ; (c) since the date of this Agreement, nothing has occurred and is continuing that has or can reasonably be expected to have a Material Adverse Effect; ; (d) since the date of its most recent financial statements, neither the Borrower nor the Sponsor, nor any of their respective Affiliates has incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (Negative Covenants )); ; (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Loan with the same effect as if those representations and warranties had been made on and as of the date of that Loan (but in the case of Section 4.01 (c) (Representations and Warranties), without the words in parentheses); ; (f) the proceeds of that Loan are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; ; (g) IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's ’s counsel in Gabon, Nxx Xxx Xxxx, Xxx Xxxx, Xxxxxx, Xxxxxxx and/or Texas, and concurred in by counsel for the Borrower in the relevant jurisdiction(s), with respect to any matters relating to that Loan; ; (h) after giving effect to that Loan, the Borrower would not be in violation of: : (i) its Charter; ;

CONDITIONS OF ALL LOANS. The obligation of IFC to make any Loan under any Tranche, including the First Loan, any Rollover Loan and any Term Loan, is also subject to the conditions that:  (a) no Event of Default or Potential Event of Default has occurred and is continuing or will occur on making such Loan;  (b) in respect of any Loan which is not a Rollover Loan or the Term Loan under the Initial Term Tranche, the proceeds of that Loan are, at the date of the relevant request, needed by the Borrower for the purpose of the Project, or will be needed for that purpose within six (6) months of that date or are needed to reimburse the Borrower for costs incurred in connection with the Project;  (c) since the date of this Agreement, nothing has occurred and is continuing that has or can reasonably be expected to have a Material Adverse Effect;  (d) since the date of its most recent financial statements, neither the Borrower nor the Sponsor, nor any of their respective Affiliates has incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (Negative Covenants ));  (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Loan with the same effect as if those representations and warranties had been made on and as of the date of that Loan (but in the case of Section 4.01 (c) (Representations and Warranties), without the words in parentheses);  (f) the proceeds of that Loan are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country;  (g) IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's counsel in Gabon, Nxx Xxx Xxxx, Xxx Xxxx, Xxxxxx, Xxxxxxx and/or Texas, and concurred in by counsel for the Borrower in the relevant jurisdiction(s), with respect to any matters relating to that Loan;  (h) after giving effect to that Loan, the Borrower would not be in violation of:  (i) its Charter; 

CONDITIONS OF ALL LOANS. The obligation of IFC to make any Loan under any TrancheLoan, including the First Loan, and any Rollover Loan and any Term Loan, is also subject to the conditions that: : (a) no Event of Default or Potential Event of Default has occurred and is continuing or will occur on making such Loan; ; (b) in respect of any Loan which is not a Rollover Loan or the Term Loan under the Initial Term TrancheLoan, the proceeds of that Loan are, at the date of the relevant request, needed by the Borrower for the purpose of the Project, or will be needed for that purpose within six (6) months of that date or are needed to reimburse the Borrower for costs incurred in connection with the Project; ; (c) since the date of this Agreement, nothing has occurred and is continuing that has or can reasonably be expected to have a Material Adverse Effect; ; (d) since the date of its most recent financial statements, neither the Borrower nor the Sponsor, nor any of their respective Affiliates has not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (Negative Covenants )); ; (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Loan with the same effect as if those representations and warranties had been made on and as of the date of that Loan (but in the case of Section 4.01 (c) (Representations and Warranties), without the words in parentheses); ; (f) the proceeds of that Loan are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; ; (g) IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's ’s counsel in Gabon, Nxx Xxx Xxxx, Xxx Xxxx, Xxxxxx, Xxxxxxx and/or Texas, and concurred in by counsel for the Borrower in the relevant jurisdiction(s), with respect to any matters relating to that Loan; ; (h) after giving effect to that Loan, the Borrower would not be in violation of: : (i) its Charter; (ii) any provision contained in any document to which the Borrower is a party (including this Agreement) or by which the Borrower is bound; (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow; or (iv) any Agreed Environmental and Social Requirements. (i) the representations and warranties made by the Sponsor and VAALCO International, respectively, in Section 20.01 of the Subordination and Share Retention Agreement and Section 3.01 of the Pledge of Shares, respectively, are true and correct in all material respects on and as of the date of that Loan with the same effect as if those representations and warranties had been made on and as of the date of that Loan; and (j) following the making of the Loan, including any Rollover Loan, the aggregate outstanding amount of all Loans under the Facility shall not exceed the Available Amount and the Borrower’s Interest Cover (for the current Calculation Period, and if the date of the Loan falls during the last two Fiscal Quarters of any year, the next Calculation Period as well), LOF and LOL shall not be less than the Minimum Levels. If IFC so requires in connection with any Loan (including any Rollover Loan), the Borrower shall provide to IFC an updated IFC Base Case confirming the above.