Conditions Precedent to Advance. The Lender's obligations to lend the money representing the principal amount of the Loan is conditional on and subject to the satisfaction of the following conditions precedent:
(a) the provision to the Lender of a favourable opinion of the Borrower's legal counsel in a form acceptable to the Lender, acting reasonably, that the Borrower and the Subsidiaries exist and have the corporate capacity to execute and deliver this Agreement, the Warrants, the Note, the Lender's Security and the Inter-Lender Agreement to the extent that each is a party thereto, and that this Agreement, the Note, the Warrants, the Lender's Security and the Inter-Lender Agreement have been validly authorized, executed and delivered by the Borrower and the Subsidiaries and with respect to such other matters as the Lender may reasonably request;
(b) the representations and warranties of the Borrower under this Agreement and under all certificates given by the Borrower and the Subsidiaries on the Closing Date shall be true and correct;
(c) evidence of all necessary approvals of appropriate securities regulatory authorities to the transactions contemplated in this Agreement and to the issue of the Warrants and the Extension Warrants to the Lender and the delivery by the Borrower to the Lender of certificates representing the Warrants and the Extension Warrants;
(d) the execution and delivery of the Inter-Lender Agreement by all parties thereto;
(e) completion of a due diligence investigation satisfactory to the Lender, acting reasonably;
(f) availability of senior debt in amounts and on terms satisfactory to the Lender; and
(g) payment by the Borrower to the Lender on the Closing Date of a transaction fee equal to 5% of the Loan, plus goods and services tax, less any instalment of such fee previously paid by the Borrower.
Conditions Precedent to Advance. That all conditions precedent under the Indenture and this Agreement to such Advance have been satisfied or waived, that the RUS has received copies of all certificates and opinions delivered to the Trustee in connection therewith, and that the Trustee has consented to each Advance pursuant to Section 4.8 of the Indenture and the RUS has received a copy of such consent.
Conditions Precedent to Advance. The agreement and obligation of each Lender to make its portion of the Loan to the Borrower on the Advance Date are subject to the satisfaction (or waiver by the Agent, which waiver shall be in writing and signed by the Agent) of the following conditions precedent:
Conditions Precedent to Advance. The obligation of Lender to make the Advance to Borrower is subject to the Conditions Precedent that Lender shall have received all of the following, in form and substance reasonably satisfactory to Lender and its legal counsel in their sole discretion:
Conditions Precedent to Advance. (s). Holders’ obligation to make the Initial Advance is subject to the condition precedent that each Holder shall have received, in form and substance satisfactory to such Holder, all documents, and completion of such other matters, as Holders may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed original signatures to the Transaction Documents;
(b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided, further, that no Event of Default shall have occurred and be continuing (unless otherwise waived) or result from the Advances; and
(c) in Holders’ discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations. Any subsequent Advance shall be at the discretion of Holders and is subject to the reasonable satisfaction of the conditions precedent set forth in Sections 2.1(b)-(c) on the date of such subsequent Advance.
Conditions Precedent to Advance. The Lender will not have any obligation to advance all or any portion of the Loan to the Borrower until all of the following have been fulfilled to the Lender’s satisfaction:
(a) the Borrower has executed and delivered this Agreement;
(b) the Borrower has executed and delivered to the Lender the Promissory Note; and
(c) all filings necessary or advisable have been made in the appropriate jurisdictions.
Conditions Precedent to Advance. The obligations of the Lender to advance the Loan proceeds to the Borrower is subject to the satisfaction or waiver of following conditions precedent on or before the advance:
(a) receipt by the Lender of certified copies of all documents evidencing all corporate action taken by the Borrower authorizing the execution and delivery of this Agreement and the issuance of the Shares as security, all to be satisfactory in form and substance to the Lender;
Conditions Precedent to Advance. The willingness of the Bank to consider making each Advance (including the initial Advance) under Article II is subject to the further conditions precedent that on the date of such Advance.
(a) The representations and warranties contained in Article IV are correct on and as of the date of such Advance as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.
(b) No event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
Conditions Precedent to Advance. The obligation of the Lender to make the Advance under this Agreement is subject to and conditional upon the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the Lender and the Lender’s Counsel on or before the Closing Date:
Conditions Precedent to Advance. The Loan (other than the initial advance of $1,000,000 and the Total Standby Commitment Amount) is subject to the satisfaction of the following conditions precedent (the “Conditions Precedent”) on or before June 1, 2013 which are for the sole benefit of the Lender and may be waived by it in its sole discretion:
(a) amendment to the existing ground lease for the land underlying the 7P Plant (or reissuance of a revised lease) extending the term and the lawful uses and assignment of same to the Borrower, all on terms satisfactory to the Lender in its sole discretion;
(b) perfection of all Security to the satisfaction of the Lender and its counsel;
(c) receipt of all regulatory approvals and third party consents required in connection with the Transaction Documents;
(d) execution and delivery of all Transaction Documents by the Borrower and Guarantor, as applicable in form and substance satisfactory to the Lender and its counsel; and
(e) confirmation that (i) the representations and warranties of the Borrower contained herein are true and correct, (ii) no material adverse change has occurred with respect to the financial condition, business or operations of the Borrower and (iii) no Event of Default has occurred. For greater certainty, the Conditions Precedent do not apply to Lender’s subscription for Units pursuant to the Offering.
