Conditions Precedent to the Term Loans. The obligation of each Lender to make any a Term Loan on the Closing Date is subject to the satisfaction or due waiver of each of the following conditions precedent on or before March 3, 2008:
Conditions Precedent to the Term Loans. The agreement of each Lender to make any Term Loans requested to be made by it on the Effective Date is subject to the satisfaction or waiver of the following conditions precedent:
Conditions Precedent to the Term Loans. The obligation of each Lender to make any Term Loan requested to be made by it on any Funding Date on or after the Closing Date is subject to the following conditions precedent as of each such date:
Conditions Precedent to the Term Loans. 5.1. The obligation of the Lender to make the initial Term Loan is subject to the prior fulfillment of the following conditions:
Conditions Precedent to the Term Loans. Following the Closing Date, any obligation of Lender to make any Term Loan shall be subject to the satisfaction of each of the following conditions precedent as determined by Xxxxxx in its sole discretion (unless waived by Xxxxxx in its sole discretion):
(i) Lender shall have received evidence that the applicable Approved Project has completed construction and has issued or approved a notice of final completion or its equivalent pursuant to the applicable EPC Contract for such Approved Project in form and substance acceptable to Lender;
(b) The following statements shall be true and each of (x) the delivery by Borrower of the applicable Notice of Borrowing and (y) the acceptance by Borrower of the proceeds of such Term Loan shall constitute a representation and warranty by Borrower that, on the date of such notice and on the date of such borrowing, as the case may be, each such statement is true:
(i) Neither Lender nor Borrower shall have terminated the Term Loan Commitment, nor shall a Default or an Event of Default exist or have occurred, or would exist or occur as a result of such Loan;
(ii) No Material Adverse Effect shall have occurred and be continuing and no event or circumstance exists that could reasonably be expected to result in a Material Adverse Effect; and
(iii) The representations and warranties of the Loan Parties in the Loan Documents shall be true and correct in all material respects (or, to the extent any such representations or warranties are subject to a materiality qualifier or Material Adverse Effect standard, such representations or warranties are true and correct in all respects) on the date of, and upon giving effect to, such Loan (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, to the extent any such representations or warranties are subject to a materiality qualifier or Material Adverse Effect standard, such representations or warranties are true and correct in all respects) as of such earlier date).
(c) All conditions required to be satisfied in accordance with Section
2.1 (b) shall have been satisfied, including, but not limited to, (i) Lender's receipt of the applicable Notice of Borrowing, (ii) confirmation (in the form of a Lender Approval Form) that the Project in connection with which such Notice of Borrowing is submitted qualifies as an Approved Project pursuant to Section 2.1(b)(i...
Conditions Precedent to the Term Loans the Initial Revolving Credit Disbursement and the Issuance of the Initial Letter of Credit. The obligation of the Term Loan Banks to make the Term Loans, of the Revolving Credit Banks to make the initial Revolving Credit Disbursement and of the Issuing Bank to issue the initial Letters of Credit are subject to the satisfaction of each of the following conditions precedent in addition to the applicable conditions precedent set forth in Section 7.1 above:
Conditions Precedent to the Term Loans. In addition to the conditions set forth in Section 3.2, the obligation of each Term Lender to make its Term Loan is subject to the fulfillment, at or prior to the time of the making of such Loan, of each of the following further conditions:
(a) Borrower shall have paid the Term Up-Front Fee to Administrative Agent for account of each Term Lender; and
(b) Administrative Agent shall have received a Note, each duly executed by Borrower to the order of any Term Lender which has theretofore not received a Note.
Conditions Precedent to the Term Loans. The obligation of each Bank to make its Term Loan shall be subject to the conditions precedent that Agent shall have received on or before the day of such Term Loan all of the documents required by Sections 5.01 and 5.02, and each of the following, in form and substance satisfactory to Agent and its counsel:
(a) A Term Note payable to the order of each Bank in the amount of such Bank's Percentage Share of the aggregate Credit Outstanding on the Revolving Termination Date, duly executed by the Borrowers, dated as of the Revolving Termination Date;
(b) The following statements shall be true and Agent shall have received a certificate signed by a duly authorized officer of the Borrowers dated the date of the Term Loans stating that:
(1) The representations and warranties contained in Article 6 of this Agreement are correct on and as of the date of the Term Loans as though made on and as of such date; and
(2) No Event of Default has occurred and is continuing or will result from the Term Loans, and no Default has occurred or will result from the Term Loans; and
(c) Agent shall have received such other approvals, opinions, or documents as any of the Banks may reasonably request.
Conditions Precedent to the Term Loans. The obligation of each Lender to extend the Term Loan is subject to the following additional conditions precedent:
(a) receipt by Collateral Agent of an executed Loan Payment Request Form in the form of Exhibit C attached hereto;
(b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the Effective Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan;
(c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change;
(d) No Event of Default or Default, shall exist; and
(e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.4 hereof.
Conditions Precedent to the Term Loans. The obligation of each Lender to make its advance of Term Loans hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement and each Guaranty;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(A) an opinion of Weil, Gotshal & Xxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit F-1, and as to such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent shall reasonably request and (B) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit F-2, and as to such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent shall reasonably request;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no event or circumstance since December 31, 2002, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) a certificate of the Responsible Officer of each of Holdings and...
