Conditions Precedent to First Drawdown. The obligation of each Lender to make the relevant portion of its Loan available in connection with the first drawdown is, in addition to the conditions precedent set forth in Section 3.02, subject to the satisfaction, prior to or concurrently with the making of such drawdown, of each of the following conditions precedent:
Conditions Precedent to First Drawdown. The obligations of each Lender under this Agreement (including to make the first advance under the Credit Facility) are subject to and conditional upon the prior satisfaction of the following conditions precedent:
(1) each of the Craft C&D Contracts shall have been executed and delivered to the Construction Receiver in form and substance satisfactory to the Lenders and be in full force and effect;
(2) the schedule of values for progress payments and the construction schedule under the Craft Construction Contract shall have been approved by the Independent Cost Consultant and the Lenders;
(3) (i) Craft shall have delivered the Craft Cash Collateral to the Construction Receiver as required under the Craft Development Contract and the same shall have been deposited in the name of the Construction Receiver in an account maintained with the Administrative Agent, and (ii) the Loan Disbursement Account shall have been established;
(4) the TF Cost Overrun Guarantee shall have been executed and delivered to the Construction Receiver, Craft and the Administrative Agent on behalf of the Lenders in form and substance satisfactory to the Lenders and be in full force and effect;
(5) the Craft Loan Agreement shall have been executed and delivered to the Construction Receiver in form and substance satisfactory to the Lenders and be in full force and effect, and the Craft Loan shall have been fully advanced to the Construction Receiver;
(6) the Craft Loan shall have been fully disbursed by the Construction Receiver to fund progress draws or payments under the Craft C&D Contracts;
(7) each of the Purchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order and the Receivership Administration Order shall have been granted, the “Effective Date” (as defined in the Settlement Approval Order) shall have occurred and each of such orders shall be final and non- appealable and if any such orders are appealed, such appeal is withdrawn or determined in favour of the Construction Receiver;
(8) none of the Receivership Order, the Purchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order or the Receivership Administration Order or any provision of any of them shall have been stayed, varied or vacated without the prior written consent of the Lenders and the Construction Receiver and there shall not be any pending motion to do so;
(9) Tarion and Travelers shall have provided the Tarion/Travelers Acknowledgements, or th...
Conditions Precedent to First Drawdown. The obligation of the Lenders to advance the first Drawdown of the Facility is subject to the condition precedent that the Agent shall have received on or before the Drawdown Date of the proposed first Drawdown all of the following in form and substance satisfactory to the Agent and the Agent's counsel (in each case, acting reasonably):
(a) a certified copy of all documentation with respect to the authority of the Borrower to execute, deliver and perform this Agreement;
(b) the opinion of legal counsel to the Borrower, substantially in the form attached hereto as Schedule H;
(c) the opinion of legal counsel to the Agent and the Lenders substantially in the form attached hereto as Schedule I;
(d) a certificate of a senior officer of the Borrower stating that as of such date, all of the representations and warranties made by the Borrower herein are true and correct and that no event has occurred which constitutes or would constitute, with the giving of notice, the passing of time, or both, an Event of Default; and
(e) a Drawdown Notice for an Advance of the amount to fully repay, upon the first Drawdown Date, all amounts owing by the Borrower under the Existing Loan Facility together with:
(i) an irrevocable direction to apply such Advance to the repayment of the amounts owing by the Borrower under the Existing Loan Facility; and
(ii) an irrevocable notice from the Borrower terminating in whole the Existing Loan Facility effective on such first Drawdown Date.
Conditions Precedent to First Drawdown. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Drawdown under any of the Credit Facilities unless the conditions set out in Section 9.2 with respect to such Drawdown have been satisfied (or waived by the Required Lenders pursuant to Section 9.3) and the Lenders shall not be obliged to make the first Drawdown under any Credit Facility until the Administration Agent has confirmed to the Borrower and the Lenders that the Administration Agent has received (or the Required Lenders have waived receipt pursuant to Section 9.3) on or before the date the first Drawdown is requested all of the following in form and substance satisfactory to the Administration Agent, acting reasonably:
(a) a certificate of the Borrower, signed by a Senior Officer or assistant secretary of the Borrower, as to the incumbency of the Borrower’s officers attaching true copies of (i) the Charter of the Borrower, and (ii) all necessary corporate action taken by the Borrower to authorize the execution, delivery and performance by it of this Agreement, the Agency Fees Agreement and the Arrangement Fees Agreement and the consummation of the transactions contemplated thereby;
(b) a certificate of status, compliance or good standing or similar certificate with respect to the Borrower for its jurisdiction of incorporation and each jurisdiction in which any material portion of its Business Assets is located or in which it carries on business;
(c) certificates from or respecting each other Terasen Group Member substantially equivalent or analogous to the certificates from or respecting the Borrower (including attachments) referred to in Section 9.1(b) and a certified true copy of the Charter of each Material Subsidiary and Restricted Subsidiary, certified by a Senior Officer or assistant secretary of the Borrower or such Subsidiary;
(d) each of the Loan Documents duly executed and delivered by each party thereto;
(e) opinions from the Borrower’s Counsel addressed to the Syndicate and the Lenders’ Counsel, in respect of the Loan Documents and as to such matters and in such form as the Administration Agent or Lenders’ Counsel may reasonably require;
(f) a Certificate from the Borrower certifying compliance with the financial tests set out in Section 11.1(d) as at December 31, 2005 and certifying the Borrower’s current Rating as assigned by each Rating Agency;
(g) if applicable, a direction to pay to the Administration Agent and to the Swing Li...
Conditions Precedent to First Drawdown. The Lenders' obligation to provide the first Advance will be subject to and conditional upon the following conditions precedent being met (unless waived in writing by all Lenders) including the receipt, where applicable, by the Agent, for and on behalf of the Lenders, of the following documents each in full force and effect, and in form and substance satisfactory to the Lenders, acting reasonably:
(a) the KNOC Korea Guarantee shall have been duly executed and delivered by KNOC Korea;
(b) the Agent and the Lenders shall have received a favourable legal opinion of Lenders' Counsel in respect of KNOC Korea; and
(c) the Agent and the Lenders shall have received in respect of KNOC Korea:
(i) a certificate of status, certificate of compliance, good standing or similar certificate issued by an appropriate Administrative Body of the jurisdiction of organization of KNOC Korea, to the extent such certificate is issued by an Administrative Body in such jurisdiction;
(ii) a certificate of incumbency with specimen signatures of the individuals executing the KNOC Korea Guarantee; and
(iii) a certificate from the representative director thereof attaching certified copies of (A) its articles of incorporation, (B) the commercial registry extracts regarding KNOC Korea, (C) the minutes of its board of directors’ meeting at which the resolutions were adopted authorizing the execution and delivery of the Documents to which it is a party or (if applicable) other corresponding internal approval documents; (D) the seal impression certificate of its representative director and (E) the report filed with and accepted by its designated foreign exchange bank in relation to the KNOC Korea Guarantee pursuant to the Foreign Exchange Transaction Law of Korea and the regulations thereunder.
Conditions Precedent to First Drawdown. (1) The loan project has obtained or completed approvals or clearances or filings from or with competent authorities of the state (unless in accordance with relevant stipulations, no approvals, clearances or filings are required to be obtained or completed prior to loan disbursement);
(2) The capital or other funds required to be raised for the project have been fully put in place at the required time, in the required percentage and in the required amount;
(3) Unless the loan is a credit loan, the Borrower has in accordance with the request of the Lender provided relevant security and has completed relevant security procedures;
(4) A drawdown notice has been submitted to the Lender in accordance with this Contract.
Conditions Precedent to First Drawdown. The obligations of the Bank pursuant to this Letter of Offer are subject to, and each Borrower agrees not to request the first drawdown until, the Bank has received every item listed in this clause 3.3 (“Conditions precedent to first drawdown”), each in form and substance satisfactory to the Bank:
(a) (Bank Documents) original signed counterparts of:
(i) this Letter of Offer;
(ii) the Standard Terms; and
(iii) the Group Guarantee; signed and delivered by each party and, if required by the Bank, in each case evidence of its stamping and registration;
(b) (Verification Certificates) in relation to each Undertaking Company, a Verification Certificate dated no earlier than the Acceptance Date;
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(d) (disbursements) reimbursement for the cost of any company searches the Bank may conduct in respect of this Letter of Offer; and
(e) (company searches) the results of all searches required by the Bank with respect to each Undertaking Company;
(f) (Drawdown Notice) a Drawdown Notice for the Advance in the place, and by the time, required under this Letter of Offer;
(g) (other documents) any other conditions precedent specified in a Bank Document;
(h) (know your customer) any document or other information that the Bank requests to enable the Bank to comply with its relevant know your customer and anti-money laundering requirements in connection with the transactions contemplated by the Bank Documents; and
(i) (other information) ensure the Bank has received all other documents and other information the Bank reasonably requests.
Conditions Precedent to First Drawdown. The Lenders shall not be obliged to make or allow, and the Borrower shall not be entitled to request or receive the first Drawdown unless the conditions precedent set out below in respect of such first Drawdown have been and remain satisfied (or waived by the Required Lenders to permit such first Drawdown to take place):
(a) The conditions precedent set forth in Sections 6.1 and 6.3 have been satisfied or waived.
(b) The Agent and the Lenders shall be satisfied that (i) each of the Project Revenue Account has been established, (ii) the Cost Overrun Account has been established and is fully funded in cash with the required Cost Overrun Reserve Requirement and (iii) the Maintenance Reserve Account has been established.
(i) The Sponsors Contributions shall have been made in their entirety and the proceeds of the Sponsors Contributions shall have been either (A) spent to fund Project Costs in accordance with the Base Financial Model or (B) deposited into and standing to the credit of the Project Revenue Account.
(ii) The Agent shall have received a written report from the Borrower with respect to the matters set out in Clause (i) above in form and substance satisfactory to the Lenders and verified and certified by the Independent Technical Consultant.
(i) All Government Funds have been received by the Borrower and shall have been either (A) spent to fund Project Costs in accordance with the Base Financial Model or (B) deposited into and standing to the credit of the Project Revenue Account.
(ii) The Agent shall have received a written report from the Borrower with respect to the matters set out in Clause (i) above in form and substance satisfactory to the Lenders and verified and certified by the Independent Technical Consultant.
(e) In the event that, prior to the first Drawdown there exists a Funding Shortfall, then, immediately prior to any request for such Drawdown, the Borrower shall have caused such Funding Shortfall to be cured solely with the proceeds of additional capital contributions from the Sponsors, such cure to be deemed effected by a deposit into the Project Revenue Account of an amount equal to or greater than the amount of such Funding Shortfall and any such monies so deposited shall be deployed pursuant to Section 5.6.2 prior to the first Drawdown being disbursed.
(f) The Agent has received certified true copies of the Feed Stock Supply Agreements duly executed by each party thereto, each in form and substance satisfactory to the Required Le...
Conditions Precedent to First Drawdown. The obligations of the Lender pursuant to this Agreement are subject to, and each Borrower agrees not to request the first drawdown until, the Lender has received every item listed in this clause 3.3, each in form and substance satisfactory to the Lender:
(a) (Transaction Documents) original signed counterparts of:
(i) this Agreement; and
(ii) the Common Terms Deed, signed and delivered by each party and, if required by the Lender, in each case evidence of its stamping and registration;
(b) (Verification Certificates) in relation to each Transaction Party, a Verification Certificate;
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(d) (disbursements) reimbursement for the cost of any company searches the Lender may conduct in respect of this Agreement;
(e) (company searches) the results of all searches required by the Lender with respect to each Transaction Party;
Conditions Precedent to First Drawdown
