Common use of Conditions Precedent to the Obligations of Clean Technologies at the Initial Funding Clause in Contracts

Conditions Precedent to the Obligations of Clean Technologies at the Initial Funding. The obligation of Clean Technologies to consummate the Initial Funding will be subject to the fulfillment by Investor, on or before the Initial Funding Date, of each of the following conditions (any or all of which may be waived in whole or in part by Clean Technologies in its sole discretion): (a) Clean Technologies has received fully executed copies of this Agreement attaching forms of the Company LLC Agreement as Exhibit D and the Project Company LLC Agreement as Exhibit E, each in form and substance satisfactory to Clean Technologies; (b) Clean Technologies has received each of the following legal opinions in a form reasonably satisfactory to it: (A) a legal opinion of XxXxxxxxx Will & Xxxxx LLP as counsel to Mehetia and Credit Suisse Guarantor with respect to corporate matters, substantially in the form attached as Exhibit H and (B) any other customary opinions reasonably requested by Clean Technologies; (c) Investor (i) has not admitted in writing its inability to pay its debts generally as they become due, (ii) has not filed a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, (iii) has not made an assignment for the benefit of creditors, (iv) has not consented to the appointment of a receiver of the whole or any substantial part of its assets, (v) has not had a petition in bankruptcy filed against it, (vi) has not had a court of competent jurisdiction enter an order, judgment, or decree appointing a receiver of the whole or any substantial part of such entity’s assets or (vii) has not had, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assume custody or control of the whole or any substantial part of such entity’s assets; (d) Investor has received all necessary third party consents, waivers, authorizations and approvals in connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party and the transactions contemplated hereunder, which consents, waivers, authorizations and approvals are in form reasonably satisfactory to Clean Technologies and copies of the same have been delivered to Clean Technologies; (e) each of the representations and warranties of Investor in this Agreement (other than those made as of a later date) is (i) true and correct in all material respects as of the Initial Funding Date, except to the extent that any such representation or warranty shall have been expressly made only as of an earlier date in which case such representation and warranty was true and correct in all material respects as of such earlier date or (ii) if and to the extent such representations and warranties are qualified by the words “material,” “Material Adverse Effect” or similar qualification, true and correct, as qualified, as of the Initial Funding Date (or such earlier date, as applicable); (f) Clean Technologies shall have received a fully executed copy of the Credit Suisse Guaranty, dated as of the Execution Date, in form and substance acceptable to Clean Technologies; and (g) Clean Technologies has received (1) from Investor (i) an incumbency certificate dated as of the date hereof, (ii) a good standing certificate, dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing and managing body, authorizing and approving the execution of this Agreement and each of the other Transaction Documents to which it is a party, and the transactions contemplated hereunder and thereunder, certified by a secretary or an assistant secretary as of the date hereof and (iv) formation documents certified by a secretary or an assistant secretary as of the date hereof, and (2) from an authorized officer of Investor, a certificate dated as of the date hereof to the effect that the conditions set forth, as applicable, in Section 2.6(e) have been satisfied.