Conditions Precedent to Financial Close Sample Clauses

Conditions Precedent to Financial Close. Developer has not achieved Financial Close unless all of the following conditions have been satisfied (or expressly waived by TxDOT in TxDOT’s discretion) and Developer has provided notice thereof to TxDOT: (a) Developer has satisfied all of the conditions for commercial close delineated in (b) Xxxxxxxxx has delivered to TxDOT substantially final drafts of those proposed (c) TxDOT has received an update of the Base Case Financial Model and an update of the audit and opinion obtained from the independent model auditor that provided to TxDOT an opinion on suitability of the Base Case Financial Model, which update shall be in accordance with the provisions of Section 4.3.3; (d) Xxxxxxxxx has delivered to TxDOT true and complete executed copies of the Lenders’ Direct Agreement and the D&C Direct Agreement, if any; (e) All applicable parties have entered into and delivered the Initial Funding Agreements and Initial Security Documents (other than minor ancillary documents normally delivered after financial closing and containing no new material commercial terms) meeting the requirements of Section 4.3.1 and Developer has delivered to TxDOT true and complete copies of the executed Initial Funding Agreements and Initial Security Documents (other than minor ancillary documents normally delivered after Financial Close and containing no new material commercial terms); and (f) Developer has remitted the Concession Payment under Section 4.1, if applicable.
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Conditions Precedent to Financial Close. 3.2.4.1 Financial Close will occur upon Developer’s satisfaction of each of the following conditions: (a) Developer has delivered to LAWA, in form and substance similar to the drafts submitted to LAWA pursuant to Section 3.2.1.1 and including any changes made pursuant to LAWA’s comments under Section 3.2.1.2, fully executed versions of: (i) Initial Financing Documents; (ii) Direct Agreement (except signature on behalf of XXXX); (iii) Equity Members Funding Agreements; and (iv) Key Contracts, together with an updated list of Key Contracts. (b) Developer has delivered a certification signed by its chief financial officer or equivalent officer, certifying to the following: (i) Developer has satisfied all conditions precedent to the effectiveness of commitments of the Lenders under the Initial Financing Documents or to utilization by Developer of initial disbursements of Project Debt proceeds or such conditions have been waived if not satisfied, as applicable; (ii) each of the documents delivered by Developer to LAWA pursuant to Section 3.2.4.1(a) is a true, complete and accurate copy of the original; (iii) all representations and warranties of Developer under the Contract Documents remain true as of the Financial Close Date, except for any representation or warranty made as of a specified date, in which case such representation or warranty shall be true as of the specified date and Developer shall notify LAWA if any such representation is not true and correct as of the Financial Close Date; and (iv) Developer has performed and complied with all covenants and obligations of Developer under the Contract Documents to have been performed or complied with as of the Financial Close Date. (c) Developer has delivered to LAWA, on or before one Business Day prior to the date of Financial Close, an interim Financial Model Update consistent with Section 4.7 (Financial Model and Financial Model Updates) that incorporates any proposed amendments to the Base Case Financial Model agreed to by the Parties on or before such date, including those agreed to pursuant to any preliminary calculations under Section 3.2.3 (Base Interest Rate Fluctuation and Credit Spread Risk Mitigation), together with the related Financial Modeling Data; (d) the Financial Model delivered pursuant to Section 3.2.4.1(c) reflects, to LAWA’s reasonable satisfaction, for the period commencing on the Financial Close Date and ending on the Passenger Service Availability Date, a private capital investment c...
Sample 1
Conditions Precedent to Financial Close. Financial Close shall occur only upon satisfaction of the following conditions (unless waived in writing by the Security Trustee on the instructions of Intercreditor Agent) (the “Conditions to Financial Close”):
Sample 1
Conditions Precedent to Financial Close. The Borrower may not deliver a Drawdown Request for the first Advance unless the Facility Agent has received all of the documents and other evidence listed in Part 1 Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.
Sample 1
Conditions Precedent to Financial Close. The effectiveness of this Agreement and the occurrence of Financial Close are subject to satisfaction of the conditions precedent set forth below, each of which shall be reasonably satisfactory in form and substance to the Administrative Agent and each Lender (unless otherwise specified below) (unless waived in accordance with Section 12.7):
Sample 1

Related to Conditions Precedent to Financial Close

  • Conditions Precedent The consent and limited waivers set forth in Section 2(B) and Section 2(C) and the amendments set forth Section 3 shall become effective, as of the date hereof, upon satisfaction of the following conditions (the “Third Amendment Effective Date”): (a) The Agent shall have received the following, each in form and substance reasonably satisfactory to the Agent and the Required Lenders: (i) a counterpart signature page of this Amendment duly executed by the Borrower, the Guarantors, each Lender party to the Agreement and the Agent; (ii) duly executed copies of the Exchange Agreements to be dated as of the date hereof; (iii) duly executed copies of the 2023 Notes Indenture, the 2023 Notes Intercreditor Agreement and each of the Note Security Documents to be entered into in connection therewith; and (iv) a certificate of a Responsible Officer of the Parent addressed to the Lenders, in form and substance satisfactory to the Lead Lender and certifying as to the matters specified therein. (b) All accrued fees and reasonable and documented expenses of the Agent and Lenders (including the reasonable and documented fees and expenses of external counsel (including Milbank, Tweed, Xxxxxx & XxXxxx LLP and any local counsel to the Lead Lender and Holland & Knight LLP and any local counsel to the Agent)) and invoiced to the Borrower at least one day prior to such date shall have been paid.

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