Conditions Precedent to Each Funding. The obligations of the Lenders to extend Bridge Loans on each Funding Date requested in the applicable Notice of Borrowing shall be subject to the fulfillment at or prior to each such Funding Date of each of the following conditions precedent:
(a) the Certain Funds Representations shall be true and correct in all material respects when made or deemed to be made, except to the extent that such Certain Funds Representations specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(b) no Certain Funds Change of Control shall have occurred;
(c) no Certain Funds Default has occurred and is continuing or would result from the proposed Bridge Loan; and
(d) Administrative Agent shall have received a Notice of Borrowing.
Conditions Precedent to Each Funding. Initial Lender’s obligation to purchase each relevant Note (including each relevant Note on the initial Funding Date) is subject to the additional conditions precedent that:
(a) Initial Lender shall, to the extent set forth below, have received the following, each dated as of the pertinent Funding Date, in form and substance reasonably satisfactory to Initial Lender:
(1) Initial Lender shall have received the Note for the relevant Engine Kit, duly executed by Borrower,
(2) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 5 of this Agreement are true and accurate as though made on the Funding Date, and (y) no Event of Default exists or will result from Initial Lender’s purchase of its Note,
(3) (i) an officer’s certificate of Guarantor certifying Guarantor’s representations and warranties in Section 9 of the Guaranty are true and accurate as though made on the Funding Date, and (ii) a compliance certificate certified by the Chief Financial Officer of the Guarantor stating that the Guarantor’s consolidated available cash and cash equivalents, including any available credit facility, is not less than $35,000,000.
(4) an opinion from Borrower’s in-house counsel as to the matters contemplated thereby,
(5) on the initial Funding Date only, an opinion from Guarantor’s in-house counsel as to the Guaranty and the matters contemplated thereby,
(6) on the initial Funding Date only, an opinion from Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, special New York counsel to Borrower and Guarantor as to the matters contemplated hereby,
(7) an anti-corruption declaration and a disclosure consent from the Exporter addressed to the Initial Lender,
(8) a favorable opinion of Xxxxxx Price P.C., special counsel to the Initial Lender, as to the matters contemplated thereby,
(9) such additional opinion(s) and document(s) the Lender requests,
(10) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the resolutions of Borrower’s board of directors evidencing approval of the transactions contemplated by the Basic Documents to which it is (or is to become) a party and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party,
(11) on the initial Funding Date only, a certificate of Guarantor’s secretary, dated such Funding Date, certifying attached copies of the resolutions of Guarantor’s b...
Conditions Precedent to Each Funding. Each Funding is subject to the satisfaction of each condition precedent set forth herein:
(a) No later than 11:00 a.m. (New York time) on the second Business Day prior to a Funding Date, the Issuer shall deliver by facsimile transmission to the Note Insurer and the Trustee, a Schedule of Receivables for the Receivables to be contributed to the Issuer by the Seller on the Funding Date and setting forth information regarding the proposed Funding. Such delivery shall constitute notice of the Funding and Funding Amount.
(b) The Schedule of Receivables must comply with the requirements set forth in the Receivables Contribution Agreement, and shall be signed by the Issuer and Servicer. All of the Seller's and Issuer's representations and warranties regarding such Receivables as set forth in the Transaction Documents must be true and correct.
(c) The Funding Amount shall not be less than the Funding Date Minimum Amount. After giving effect to such Funding, the Note Balance shall not exceed the Maximum Facility Amount, and the aggregate Funding Amounts loaned in the month in which the Funding Date occurs (other than the month in which the first Funding Date occurs) shall not exceed $10,000,000.
(d) No Event of Default or Servicer Default shall have occurred and be continuing or shall reasonably be expected to result from such Funding.
(e) The Policy shall be in full force and effect and no Insurer Default shall have occurred and be continuing.
(f) The Funding Date shall occur prior to the end of the Funding Period and no Funding Termination Event shall have occurred or would occur but for the giving of notice or the passage of time, or both, as a result of such Funding.
(g) The Rating Agency has not rated the financial strength of the Note Insurer below BBB.
(h) The Required Reserve Amount is on deposit in the Reserve Account.
(i) The Trustee shall have no duty or responsibility to verify the conditions precedent contained in this Section 6.11.
Conditions Precedent to Each Funding. The obligation of each Lender to make a Loan on any Funding Date shall be subject to the occurrence of the Effective Date and the satisfaction (or waiver in accordance with Section 9.01) of the following conditions precedent:
(a) On such Funding Date, the following statements shall be true and the acceptance by the Borrower of the proceeds of such Loan shall be a representation by the Borrower that:
(i) the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of such Funding Date, before and after giving effect to the Borrowing on such Funding Date and to the application of the proceeds therefrom, as though made on and as of such Funding Date; and
(ii) before and after giving effect to the application of the proceeds of all Borrowings on such Funding Date (together with any other resources of the Borrower applied together therewith), no Default or Event of Default has occurred and is continuing or would result from such Borrowings.
(b) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02.
Conditions Precedent to Each Funding. Each Funding is subject to the condition precedent, in addition to the conditions precedent set forth in Section 3.02 hereof, that the Issuer shall have delivered, or shall have caused to be delivered, to each designated recipient named in Schedule G to the Indenture Supplement, each of the Funding Deliverables scheduled to be delivered thereunder on or before the Funding Date of such Funding.
Conditions Precedent to Each Funding. Without limiting the conditions precedent set forth elsewhere in this SECTION 4, the obligation of each of the Noteholders to make any Advance and of the Lessor to make any Lessor Investment shall be subject to the satisfaction of each of the following conditions (other than such conditions that are the responsibility of such party hereunder) on or before the applicable Advance Date:
Conditions Precedent to Each Funding. The obligations of the Lessor to make a Funding on a Funding Date, including the initial Funding occurring on any Acquisition Date, is subject to satisfaction or waiver of the following conditions precedent:
Conditions Precedent to Each Funding. The funding of each of the Term Loans and the purchase by the Lender of the Term Notes at each Funding (including the funding of an Acceleration Request under Section 2.1(j)) is subject to the Company's compliance with its agreements herein and to the satisfaction, on or prior to each Funding Date of the following conditions precedent:
(a) The purchase of and payment for the Term Notes to be purchased by the Lender shall not be prohibited by any law or governmental order or regulation, and shall not subject the Lender to any penalty or tax. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other Person with respect to any of the transactions contemplated hereby or by the Related Documents shall have been duly obtained or made and shall be in full force and effect.
(b) All necessary and proper proceedings shall have been taken by the Company to authorize the execution, delivery and performance of each of this Agreement and the Related Documents and of each of the transactions contemplated hereby and thereby.
(c) On any Funding Date there shall not exist any Default or any other condition that would result in a Default upon any Funding and the purchase and sale of any Term Note.
(d) Each of this Agreement and the Related Documents is in full force and effect in accordance with the express terms thereof.
Conditions Precedent to Each Funding. SECTION 5.10(c) of the Indenture is hereby amended to read as follows:
Conditions Precedent to Each Funding. In addition to the conditions precedent set forth in Section 4.01, each Funding (other than with respect to Loans that are collectively limited to the amount of, and for purposes of paying, amounts due and payable pursuant to Section 2.08(a) and/or Section 3.05(a) of the Credit Agreement (and any Taxes payable with respect to such amounts) and other than with respect to the Note Proceeds Withdrawals that are collectively limited to the amount of, and for the purposes of paying, interest and Additional Amounts payable with respect to such amounts on the Notes pursuant to Section 2.3 or Section 2.15 of the Note Indenture) and the purchase of any Investor Notes shall be subject to satisfaction, in a manner satisfactory to (x) in the case of the initial Funding and the purchase of Investor Notes, each Creditor and (y) in the case of any subsequent Funding, the Intercreditor Agent of each of the conditions listed below (each agreement, document, certificate, instrument, etc. delivered pursuant to this Section 4.02 shall be in form and substance satisfactory to (i) in the case of the initial Funding and the purchase of any Investor Notes, each Creditor and (ii) in the case of any subsequent Funding, the Intercreditor Agent and (except for the Facility Notes and the Investor Notes) shall be delivered in sufficient copies for each Secured Party):
(a) The Intercreditor Agent shall have received a Notice of Funding, duly executed by the Borrower.
(b) No circumstance or event that could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing.
(c) The Intercreditor Agent shall have received a certificate from a Representative of the Borrower, dated the date of such Funding, to the effect that:
(i) All Governmental Approvals, including EHS Permits, that were not obtained by the Borrower, CFE, any Principal Subcontractor, any subcontractor to any Principal Subcontractor or any service provider to any Principal Subcontractor, as the case may be, prior to the Closing Date but that are required to be obtained prior to the date of such Funding, have been duly obtained and are in full force and effect;
(ii) All of the Transaction Documents and each other agreement, instrument and other document to be executed and delivered with respect to the Project on or prior to the effecting of such Funding and the purchase of such Investor Notes have been delivered hereunder and under each other Financing Document and are in full force and effect.
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