Conditions Precedent. The effectiveness of the Incremental Term Loans shall be subject to the following conditions precedent:
(i) no Default or Event of Default shall have occurred and be continuing on the date of the effectiveness of the Incremental Term Loan and no Default or Event of Default would occur as a result of the effectiveness of the Incremental Term Loan;
(ii) the Administrative Agent shall have received a certificate of a Responsible Officer of Borrower certifying that:
(A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of the Incremental Term Loan as if made on and as of each such date except to the extent such representations or warranties are made as of a specified date, in which case, such representations and warranties shall be true and correct in all material respects as of such date;
(B) giving pro forma effect to such Incremental Term Loans and the application of the proceeds thereof, the Borrower shall be in compliance with Section 9.01 and have unrestricted cash and/or unused Delayed Draw Commitments, of at least $10,000,000; and
(C) such Incremental Term Loans together with the sum of (I) the aggregate principal amount of all outstanding Loans and LC Exposure, (II) the amount of the Yield Maintenance Amount calculated as of such date on the principal amount of all outstanding Loans, LC Exposure and such proposed Incremental Term Loans and (III) the amount of the Call Protection Amount calculated as of such date on the principal amount of all outstanding Loans, LC Exposure and such proposed Incremental Term Loans does not constitute Excess First Lien RBL Obligations or any similar or corresponding term in any other applicable intercreditor agreements;
(iii) the Administrative Agent shall have received any customary closing documents or information, including legal opinions, board resolutions, officers’ certificates, certificates from independent engineers and reaffirmations agreements, reasonably requested by the Administrative Agent, in a form consistent with those delivered on the Effective Date under Section 6.01 to the extent applicable;
(iv) each New Lender shall have executed and delivered to the Administrative Agent a New Lender Supplement and such other agreements and documentation as the Administrative Agent shall reasonably specify to evidence the New Lender becoming a Lender hereu...
Conditions Precedent. In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Second Ratification Amendment shall remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions to Lender's obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement:
4.1 No trustee, examiner or receiver or the like shall have been appointed or designated with respect to Borrower or any Guarantor, as debtor and debtor-in-possession, or its business, properties and assets;
4.2 Borrower and Guarantors shall execute and/or deliver to Lender this Second Ratification Amendment, and all other Financing Agreements that Lender may request to be delivered in connection herewith, in form and substance satisfactory to Lender;
4.3 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Second Ratification Amendment and the other Financing Agreements, as modified pursuant to this Second Ratification Amendment, all of which contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel;
4.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel;
4.5 No party entitled to received a copy of this Second Ratification Amendment pursuant to the terms of the Final DIP Financing Order has filed an objection or other pleading in opposition to Borrower and Guarantors entry into, compliance with, and performance in accordance with the terms and conditions of this Second Ratification Amendment.
4.6 No Event of Default shall be continuing under any of the Financing Agreements, as of the date hereof.
Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:
Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:
(a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date;
(b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date;
(c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;
(d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;
(e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and
(f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.
Conditions Precedent. The obligation of the Issuing Bank to execute and deliver this First Amendment, to authorize the Letter of Credit to remain outstanding subject to the terms and conditions of the Credit Agreement and to extend the Expiration Date of the Letter of Credit to June 21, 2013 shall be subject to the following:
(a) The Issuing Bank shall have received a counterpart hereof signed by the Borrower;
(b) the representations and warranties of the Borrower contained in Section 2.04(c) of the Letter of Credit Agreement, as amended above, shall be true in all material respects on the Reissuance Date with the same effect as though made on and as of that date, and no condition, event or act shall have occurred which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement;
(c) the Issuing Bank shall have received from counsel for the Borrower an opinion in form and substance reasonably satisfactory to the Issuing Bank.
(d) the conditions precedent to issuance of the Letter of Credit set forth in Section 3.01 of the Letter of Credit Agreement shall have been satisfied as of the Reissuance Date, including, without limitation, that the Issuing Bank shall have been designated as an “issuing bank” by the Administrative Agent and the Borrower as provided in the Credit Agreement and Borrower shall have provided a Notice of Issuance to the Issuance Bank as required under Section 2.17(b) of the Credit Agreement; and
(e) The Issuing Bank shall have received such other documents, instruments, approvals and, if requested by the Issuing Bank, certified duplicates of executed copies thereof, and opinions as the Issuing Bank may reasonably request.
Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
Conditions Precedent. 7.1 Conditions to Each Party's Obligation To Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions Precedent. This Second Collateral Call Extension Letter shall become effective as of the date first above written when and only when, on or before October 11, 2002, the following conditions shall have been satisfied:
(a) NRG Energy and each of its Subsidiaries indicated on the signature pages hereto (each such Person being referred to herein as a "NRG PARTY") shall have executed and delivered to each of the Signing Agents a copy of this Second Collateral Call Extension Letter;
(b) Each of the Signing Agents shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Lenders representing at least the Required Percentage under the relevant Primary Agreement required to consent to the Collateral Extension under the terms of such Primary Agreement, and Bane of America Securities Limited, as Killingholme Facility Agent, shall have executed and delivered to NRG Energy a copy of this Second Collateral Call Extension Letter on behalf of Killingholme Lenders representing at least the Required Percentage of the Killingholme Lenders under the terms of the Killingholme Facility Agreement.
(c) NRG Energy shall have delivered to each of the Agents the following financial and other information (which shall in the cases of clauses (i), (ii), (iii), (iv), (v) and (vi) be accompanied by a certificate of the chief financial officer or treasurer of NRG Energy to substantially the effect contemplated by paragraph 3(h)):
(i) a 13-week forecast of cash flow and expenditures for NRG Energy and its Subsidiaries for the period commencing with the week of September 2, 2002 (the "CASH FORECAST"), which shall reflect the reasonable estimates by NRG Energy of opening cash balances, operating cash receipts and asset sale and other cash receipts and capital, operating and other expenditures on an as received and as made basis. The Cash Forecast shall include separate forecasts on a consolidating and consolidated basis in a form reasonably acceptable to FTI Policano & Manzo, LLC. Schedules to the Cash Forecast shall include a specific schedule of anticipated payments to Affiliates of NRG Energy and a listing of payments of principal of and interest on the Debt of NRG Energy and its Subsidiaries due during such period (including the dates when due and any applicable grace periods and whether or not such payments are anticipated to be made) and of payments in respect of turbine orders by them due during such period (including whether or not such ...
Conditions Precedent. This Amendment shall be effective upon the date as of which there is satisfaction (or waiver in writing by Administrative Agent) of each of the following conditions precedent (and with respect to each agreement, document or other deliverable hereunder, each such item shall be in form and substance satisfactory to Administrative Agent) (the “Closing Date”):
(a) Receipt by Administrative Agent of this Amendment executed and delivered by each Credit Party.
(b) Receipt by Administrative Agent of a certificate of a Responsible Officer of each Credit Party substantially in the form attached as Exhibit J to the Existing Credit Agreement certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated pursuant to this Amendment and the execution, delivery and performance of this Amendment, and (D) a certificate as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization.
(c) Receipt by Administrative Agent of all other certificates, opinions, agreements, instruments and documents, as Administrative Agent determines necessary or appropriate in connection with this Amendment.
(d) Immediately prior to the Closing Date and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing.
Conditions Precedent. The effectiveness of this Agreement is subject to satisfaction of all of the following conditions precedent, each in form and substance satisfactory to the Administrative Agent and the Incremental Commitment Lenders:
7.1 Receipt by the Administrative Agent of fully executed copies of this Agreement and promissory notes for the Incremental Commitment Lenders.
7.2 Receipt of opinions of counsel for the Borrower and the Guarantors, including, among other things, organization and existence, due authorization, execution, delivery and enforceability of this Agreement.
7.3 Receipt of certificates of responsible officers or directors (as appropriate based on the applicable jurisdiction of organization) of the Borrower and Guarantors hereunder (i) attaching copies of the Organizational Documents certified by a secretary or assistant secretary to be true and correct as of the date hereof (or, if such Organizational Documents have not been amended, modified or supplemented since such Organizational Documents were delivered to the Administrative Agent in connection with the closing of the Credit Agreement, certifying that such Organizational Documents have not been amended, modified or supplemented since such delivery and remain true, correct and complete and in full force and effect as of the date hereof), (ii) attaching copies of the resolutions of its board of directors or managers (or analogous governing body) approving and adopting the transactions contemplated by this Agreement, and authorizing the execution and delivery thereof (which in each case may be included in the resolutions approving the Credit Agreement and the transactions contemplated thereby), certified by a secretary or assistant secretary to be true and correct as of the date hereof; (iii) attaching an incumbency certification identifying the responsible officers that are authorized to execute this Agreement and related documents and to act on their behalf in connection with this Agreement and the Credit Documents, and (iv) in the certificate given by PFS, confirming that no Default or Event of Default exists.
7.4 Payment of fees owing in connection with this Agreement, including upfront fees payable to the Incremental Commitment Lenders and fees and expenses of counsel for the Administrative Agent and the Lenders. For purposes of determining compliance with the conditions provided herein, each Incremental Commitment Lender shall be deemed to have consented to, approved or accepted, and to have be...
