Consultant Reports. The Agent shall have received:
(i) the Initial Independent Engineer Opinion, in form and substance satisfactory to the Lenders, acting reasonably;
(ii) an environmental assessment by the Environmental and Social Consultant, satisfactory to the Lenders, acting reasonably, together with a report of the Environmental and Social Consultant confirming satisfaction of all reasonable recommendations of the Environmental and Social Consultant with respect to environmental and social matters relating to the Project;
(iii) a written confirmation and report by the Insurance Consultant of the adequacy of the Obligors insurance coverage and receipt of required certificates of insurance satisfying the requirements of Section 9.1(e), with results satisfactory to the Lenders, acting reasonably; and
(iv) a written report by the Market Consultant in form and substance satisfactory to the Lenders, acting reasonably.
Consultant Reports. The Administrative Agent shall have received:
(i) a report of the Independent Engineer, including a technical report of the Project and providing for the Independent Engineer’s review of the Base Case Model, with respect to the Project, and either (i) the Administrative Agent and the Lenders shall be permitted to rely on such report or (ii) such report shall be accompanied by a reliance letter permitting the Administrative Agent and the Lenders to rely on the report;
(ii) a report by the Insurance Consultant with respect to the adequacy of the insurance required to be maintained pursuant to Section 6.6 for the Project, and either (A) the Administrative Agent and the Lenders shall be permitted to rely on such report or (B) such report shall be accompanied by a reliance letter permitting the Administrative Agent and the Lenders to rely on the report;
(iii) a report of the Market Consultant, and either (A) the Administrative Agent and the Lenders shall be permitted to rely on such report or (B) such report shall be accompanied by a reliance letter permitting the Administrative Agent and the Lenders to rely on the report; and
(iv) the Phase I Report, dated no earlier than six (6) months prior to the Closing Date, and either (A) the Administrative Agent and the Lenders shall be permitted to rely on such report or (B) such report shall be accompanied by a reliance letter permitting the Administrative Agent and the Lenders to rely on the report; in each case reasonably satisfactory to each Joint Coordinating Lead Arranger and, other than in the case of clause (iv) above, dated a date reasonably close to the Closing Date.
Consultant Reports. If the transaction contemplated herein fails to close for any reason, Buyer shall deliver to Seller, at no cost to Seller, the results and/or copies of all such information, surveys, reports, tests, and studies, if any, provided for Buyer by third party consultants; provided, however, that Buyer hereby disclaims any representation or warranty (i) that any such materials may be assigned to or relied upon or enforced by Seller and (ii) as to the accuracy of such materials.
Consultant Reports. The Administrative Agent shall have received:
(i) a due diligence report of the Independent Engineer, dated as of July 5, 2023, together with a reliance letter for such report;
(ii) a due diligence report of the Market Consultant, dated as of October 13, 2022, as supplemented by the AAR Shell LNG SPA Addendum, dated December 5, 2022, the Updated Galp Addendum, dated January 4, 2023, the ENN Addendum, dated January 5, 2023, the Second Updated Itochu Addendum, dated January 27, 2023; the H1 2023 Addendum, dated April 20, 2023; the Third Updated TotalEnergies Addendum, dated June 19, 2023; the Revised RGLNG Offtaker Economics Addendum, dated June 30, 2023, and the SPA Amendments Addendum, dated June 30, 2023, together with a reliance letter for such report;
(iii) a due diligence report of Xxxxxx Xxxx Xxxxxxxxx US LLP, as the counsel to the Senior Lenders dated as of January 6, 2023 and as supplemented by the First Addendum, dated February 2, 2023, the Second Addendum, dated February 20, 2023, the Third Addendum, dated February 27, 2023, the Fourth Addendum, dated May 24, 2023, and the Fifth Addendum, dated June 28, 2023;
(iv) a report of the Environmental Advisor (including (A) the Environmental Advisor’s analysis of the Borrower’s compliance with the Equator Principles (and setting forth any recommendations for actions necessary to achieve compliance, if applicable) and (B) the Environmental and Social Action Plan), dated as of August 12, 2022, as supplemented by the ESDD Addenda, dated May 5, 2023, the Rio Grande LNG ESAP Update, dated |US-DOCS\143711048.26|| April 4, 2023, and the Rio Grande LNG ESAP Update, dated June 29, 2023, together with a reliance letter for such report; and
(v) a report of the Shipping Consultant, dated as of October 2022, as supplemented by the Update Report, dated December 28, 2022, the Update Report, dated March 30, 2023, and the Update Report, dated June 29, 2023, together with a reliance letter for such report.
Consultant Reports. As of the Closing Date, the Principal Borrower has, and has caused each other Obligor to, take all commercially reasonable action necessary to satisfy the material recommendations contained in each of the reports delivered pursuant to Section 3.1(c) of each of the Independent Engineer, the Environmental and Social Consultant, the Insurance Consultant and the Market Consultant, as the case may be.
Consultant Reports. The Administrative Agent shall have received a reasonably satisfactory final (i) due diligence report of the Independent Engineer, dated as of or about the Closing Date or accompanied by a bringdown certificate, favorably reviewing the reasonableness of the assumptions underlying the Base Case Forecast and (ii) report of the Insurance Advisor confirming that the insurance policies to be provided in compliance with Section 5.5 (Insurance) conform to the requirements specified in the Financing Documents, and a reliance letter with respect to each such report.
Consultant Reports. The Company shall have delivered to each such Initial Purchaser:
(a) a report of the Independent Engineer, including a technical report of the Project and providing the Independent Engineer’s review of the Base Case Model, with respect to the Project, and either each Initial Purchaser shall be permitted to rely on such report or such report shall be accompanied by a reliance letter permitting each Initial Purchaser to rely on the report;
(b) a report by the Insurance Consultant with respect to the adequacy of the insurance required to be maintained pursuant to Section 9.2 for the Project, and either each Initial Purchaser shall be permitted to rely on such report or such report shall be accompanied by a reliance letter permitting each Initial Purchaser to rely on the report;
(c) a report of the Market Consultant, and either each Initial Purchaser shall be permitted to rely on such report or such report shall be accompanied by a reliance letter permitting each Initial Purchaser to rely on the report; and
(d) the Phase I Report, dated no later than 6 months prior to the Closing Date, and either each Initial Purchaser shall be permitted to rely on such report or such report shall be accompanied by a reliance letter permitting each Initial Purchaser to rely on the report.
Consultant Reports. The Lead Arrangers shall have received (i) a power market report delivered by the Power Market Consultant, (ii) an engineering report delivered by the Engineering Consultant and (iii) the insurance report delivered by the Insurance Consultant, in each case which shall be reasonably satisfactory to each Lead Arranger, be dated a date reasonably close to the Closing Date and either be permitted to be relied upon by the Administrative Agent on behalf of the Lenders or accompanied by reliance letters from each respective consultant permitting the Administrative Agent on behalf of the Lenders to rely on each respective report.
Consultant Reports. The Lead Arrangers shall have received (i) a power market report delivered by the Power Market Consultant, (ii) an engineering report delivered by the Engineering Consultant and (iii) the insurance report delivered by the Insurance Consultant, in each case which shall be reasonably satisfactory to each Lead Arranger, be dated a date reasonably close to the Closing Date and either be permitted to be relied upon by the Administrative Agent on behalf of the Lenders or accompanied by reliance letters from each respective consultant permitting the Administrative Agent on behalf of the Lenders to rely on each respective report. 81 Sunshine (National) – Credit Agreement
Consultant Reports. The Lenders shall have received (i) the Phase I site assessments delivered by the Environmental Consultant, (ii) a power market report delivered by the Power Market Consultant, (iii) an engineering report delivered by the Engineering Consultant and (iv) the insurance report delivered by the Insurance Consultant, in each case which shall be reasonably satisfactory to each Lead Arranger, be dated a date reasonably close to the Closing Date and either be permitted to be relied upon by the Administrative Agent on behalf of the Lenders or accompanied by reliance letters from each respective consultant permitting the Administrative Agent on behalf of the Lenders to rely on each respective report.
