Common use of Conditions Precedent to the Loan Clause in Contracts

Conditions Precedent to the Loan. The Bank’s obligation to disburse the Loan under this Credit Facility Agreement shall be subject to compliance with all the following conditions precedent, which, as established for the benefit of the Bank, may be waived by the Bank at its sole discretion: One. - That the Bank shall have received, at least one Bank Business Day in advance to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms and under the conditions set forth in the second clause hereof, and according to the tenor of the document identified as Annex A referred to in section two hereof; Two. – That on the disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement of the Loan and in the relevant Disbursement Request, the Debtor certifies that the representations and warranties made by the Debtor hereunder remain valid and shall continue to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; and Seven. -That all fees, commissions and expenses that the Debtor must pay to the Bank hereunder are duly paid on the Loan disbursement date, which may be deducted by the Bank at the moment of the disbursement of the Loan.

Conditions Precedent to the Loan. The Bank’s obligation to disburse the Loan under this Credit Facility Agreement shall be subject to compliance with all the following conditions precedent, which, as established for the benefit of the Bank, may be waived by the Bank at its sole discretion: One. - That the Bank shall have received, at least one Bank Business Day in advance to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms and under the conditions set forth in the second clause hereof, and according to the tenor of the document identified as Annex Xxxxx A referred to in section two hereof; Two. – That on the disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement of the Loan and in the relevant Disbursement Request, the Debtor certifies that the representations and warranties made by the Debtor hereunder remain valid and shall continue to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; and Seven. -That all fees, commissions and expenses that the Debtor must pay to the Bank hereunder are duly paid on the Loan disbursement date, which may be deducted by the Bank at the moment of the disbursement of the Loan.

Conditions Precedent to the Loan. The Bank’s obligation of the Lender to disburse make the Loan under this Credit Facility Agreement shall be and to fund advances from the Account is subject to compliance with all of the following conditions precedent, which, as established for precedent being satisfied: a. The Borrowers shall have executed and delivered to the benefit of Lender the Bank, may be waived Loan Documents required by the Bank at its sole discretion: One. - That the Bank shall have received, at least one Bank Business Day Lender to be in advance to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms and under the conditions set forth in the second clause hereof, and according to the tenor of the document identified as Annex A referred to in section two hereof; Two. – That effect on the disbursement date of the Loan none and the Borrowers' counsel shall have delivered such opinion, in form and substance satisfactory to the Lender, as to the due authorization, execution, delivery and enforceability of each of the events described in Section Eleven hereof Loan Documents and as to such other matters as the Lender may reasonably require. b. No Event of Default shall have occurred nor continue Three. -That and be continuing, or would result from the Debtor, on granting of such credit whether or not the Loan disbursement date, is Borrowers are taking steps to cure such Event of Default and whether or not in default or simple delay in the fulfillment of its payment obligations Indebtedness has become due and payable pursuant to the Bank, irrespective Section 9.01. c. The representations and warranties of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order Borrowers contained in Article VI shall be true on and satisfaction as of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement date of the Loan advance as though made on and in as of such date and the relevant Disbursement Request, acceptance of the Debtor certifies that the representations and warranties made Loan or advance by the Debtor hereunder remain valid Borrowers shall be deemed to constitute a representation and warranty to such effect. d. The Borrowers shall continue have delivered to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that dateLender (i) executed Pledge Agreements; (ii) an executed Mortgage; and Seven. -That all fees, commissions and expenses that (iii) stock certificates for the Debtor must pay shares subject to the Bank hereunder are duly paid on MXUS Pledge Agreement and undated executed stock powers assigning such shares of stock under the Loan disbursement datePledge Agreements to Lender. e. The Intercreditor Agreement between Lender and Rothschild shall have been executed fully and is in effect. f. Borrowers shall have prepared and Lender and Rothschild shall have approved a plan of payment of Borrowers' outstanding liabilities and Lender and Rothschild shall have approved such plan, which may be deducted as contemplated by the Bank at the moment of the disbursement of the LoanSection 2.03.

Conditions Precedent to the Loan. The Bank’s obligation of the Lender to disburse make the Loan under this Credit Facility Agreement shall to be made by it hereunder is subject to compliance with all the satisfaction or the waiver by the Lender of the following conditions precedent: (a) The Lender shall have received: (i) this Agreement, whichduly executed and delivered by an authorized officer of the Borrower; and (ii) the Note, duly executed and delivered by an authorized officer of the Borrower. (b) The Lender shall have received: (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as filed with the SEC; (ii) unaudited interim consolidated financial statements of the Borrower as filed with the SEC for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this Section 4.1(b) as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Lender, reflect any material adverse change in the consolidated financial condition of the Borrower, as established for reflected in the benefit audited consolidated financial statements described in clause (i) of this Section 4.1(b); and (iii) copies of all correspondence with the SEC since April 6, 2015 relating to any investigation or possible or proposed enforcement action against the Borrower or any of its Affiliates. (c) All governmental and third party approvals necessary in connection with the Borrower’s consummation of the Banktransaction contemplated hereby shall have been obtained and be in full force and effect, may and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (d) The Lender shall have received the Origination Fee, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be waived paid with proceeds of the Loan made on the Closing Date and will be reflected in the funding instructions given by the Bank at its sole discretion: One. - That Borrower to the Bank Lender on or before the Closing Date. (e) Except as disclosed to Lender on Schedule 4.01(f), there shall have occurred no Material Adverse Effect since June 30, 2015. (f) The Lender shall have received, at least one Bank Business Day in advance form and substance satisfactory to it, a certificate of the Borrower, certified by a secretary of the Borrower, dated the Closing Date, including: (i) the articles of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower; (ii) the code of regulations of the Borrower as in effect on the date on which the resolutions referred to below were adopted; (iii) resolutions of the board of directors of the Borrower approving the transaction and the Loan Documents; (iv) a certification that the names and signatures of the officers of the Borrower authorized to sign the Loan Documents and other documents to be delivered hereunder and thereunder are true and correct; and (v) a good standing certificate for the Borrower from its jurisdiction of organization. (g) The Lender shall have received the legal opinion of Kxxxxxx Jxxxxxx & Kxxxxx LLP, counsel to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms Borrower and under the conditions set forth in the second clause hereof, and according its Subsidiaries covering such matters incident to the tenor of transactions contemplated by this Agreement as the document identified as Annex A referred to in section two hereof; Two. – That on the disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement of the Loan and in the relevant Disbursement Request, the Debtor certifies that the representations and warranties made by the Debtor hereunder remain valid and shall continue to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; and Seven. -That all fees, commissions and expenses that the Debtor must pay to the Bank hereunder are duly paid on the Loan disbursement date, which Lender may be deducted by the Bank at the moment of the disbursement of the Loanreasonably require.

Conditions Precedent to the Loan. The Bank’s obligation of the Lender to disburse make the Loan under this Credit Facility Agreement shall to be made by it hereunder is subject to compliance with all the satisfaction or the waiver by the Lender of the following conditions precedent: (a) The Lender shall have received: (i) this Agreement, whichduly executed and delivered by an authorized officer of the Borrower; and (ii) the Note, duly executed and delivered by an authorized officer of the Borrower. (b) The Lender shall have received: (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as filed with the SEC; (ii) unaudited interim consolidated financial statements of the Borrower as filed with the SEC for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this Section 4.1(b) as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Lender, reflect any material adverse change in the consolidated financial condition of the Borrower, as established for reflected in the benefit audited consolidated financial statements described in clause (i) of this Section 4.1(b); and (iii) copies of all correspondence with the SEC since October 1, 2015 relating to any investigation or possible or proposed enforcement action against the Borrower or any of its Affiliates. (c) All governmental and third party approvals necessary in connection with the Borrower’s consummation of the Banktransaction contemplated hereby shall have been obtained and be in full force and effect, may and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (d) The Lender shall have received the Origination Fee, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be waived paid with proceeds of the Loan made on the Closing Date and will be reflected in the funding instructions given by the Bank at its sole discretion: One. - That Borrower to the Bank Lender on or before the Closing Date. (e) Except as disclosed to Lender on Schedule 4.01(e), there shall have occurred no Material Adverse Effect since December 31, 2015. (f) The Lender shall have received, at least one Bank Business Day in advance form and substance satisfactory to it, a certificate of the Borrower, certified by a secretary of the Borrower, dated the Closing Date, including: (i) the articles of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower; (ii) the code of regulations of the Borrower as in effect on the date on which the resolutions referred to below were adopted; (iii) resolutions of the board of directors of the Borrower approving the transaction and the Loan Documents; (iv) a certification that the names and signatures of the officers of the Borrower authorized to sign the Loan Documents and other documents to be delivered hereunder and thereunder are true and correct; and (v) a good standing certificate for the Borrower from its jurisdiction of organization. (g) The Lender shall have received the legal opinion of Kxxxxxx Jxxxxxx & Kxxxxx LLP, counsel to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms Borrower and under the conditions set forth in the second clause hereof, and according its Subsidiaries covering such matters incident to the tenor of transactions contemplated by this Agreement as the document identified as Annex A referred to in section two hereof; Two. – That on the disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement of the Loan and in the relevant Disbursement Request, the Debtor certifies that the representations and warranties made by the Debtor hereunder remain valid and shall continue to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; and Seven. -That all fees, commissions and expenses that the Debtor must pay to the Bank hereunder are duly paid on the Loan disbursement date, which Lender may be deducted by the Bank at the moment of the disbursement of the Loanreasonably require.

Conditions Precedent to the Loan. The Bank’s obligation of the Lender to disburse make the Loan under this Credit Facility Agreement shall to be made by it hereunder is subject to compliance with all the satisfaction or the waiver by the Lender of the following conditions precedent, which, as established for the benefit of the Bank, may be waived by the Bank at its sole discretion: One. - That the Bank : (a) The Lender shall have received: (i) this Agreement, at least one Bank Business Day in advance duly executed and delivered by an authorized officer of the Borrower; and (ii) the Note, duly executed and delivered by an authorized officer of the Borrower. (b) The Lender shall have received: (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the disbursement Closing Date as filed with the SEC; (ii) unaudited interim consolidated financial statements of the Borrower as filed with the SEC for each fiscal quarter ended after the date under of the Loanlatest applicable financial statements delivered pursuant to clause (i) of this Section 4.1(b) as to which such financial statements are available, the corresponding Disbursement Requestand such financial statements shall not, in the terms and under reasonable judgment of the conditions set forth Lender, reflect any material adverse change in the second consolidated financial condition of the Borrower, as reflected in the audited consolidated financial statements described in clause hereof(i) of this Section 4.1(b); and (iii) copies of all correspondence with the SEC since December 31, 2013 relating to any investigation or possible or proposed enforcement action against the Borrower or any of its Affiliates. (c) All governmental and third party approvals necessary in connection with the Borrower’s consummation of the transaction contemplated hereby shall have been obtained and be in full force and effect, and according to the tenor of the document identified as Annex A referred to in section two hereof; Two. – That all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the disbursement date financing contemplated hereby. (d) The Lender shall have received satisfactory evidence that all amounts owed by the Borrower to Energy West, Incorporated, whether or not currently due and payable, shall have been paid in full, or will be paid in full from the proceeds of the Loan none hereunder, including a flow of funds statement showing the use and distribution of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory Note to the order and satisfaction of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement of the Loan and in the relevant Disbursement Request, the Debtor certifies that the representations and warranties made by the Debtor hereunder remain valid and shall continue to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that date; and Seven. -That all fees, commissions and expenses that the Debtor must pay to the Bank hereunder are duly paid on the Loan disbursement date, which may be deducted by the Bank at the moment of the disbursement proceeds of the Loan. (e) The Lender shall have received the Origination Fee, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid with proceeds of the Loan made on the Closing Date and will be reflected in the funding instructions given by the Borrower to the Lender on or before the Closing Date.