Each Funding Date Clause Samples

Each Funding Date. The obligation of each Lender to make a Loan hereunder on any Funding Date is subject to the occurrence of the Effective Date, the receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03 and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions, it being understood and agreed that the obligations of the Lenders to make Loans hereunder shall be further subject to the conditions set forth in Sections 4.03(a): (a) In the case of the Loans to be made on the Initial Funding Date, the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Responsible Officer of the Company, confirming that: (i) if the Acquisition is to be implemented by means of a Scheme, (A) no Major Default has occurred and is continuing or would result from the funding of the Loans on the Initial Funding Date and (B) the Scheme Court Order has been delivered to the Registrar; or (ii) if the Acquisition is to be implemented by means of an Offer, (A) the Offer has been declared unconditional and (B) no Major Default has occurred and is continuing or would result from the funding of the Loans on the Initial Funding Date. (b) In the case of the Loans to made on any Funding Date (other than the Initial Funding Date), the Administrative Agent shall have received a certificate, dated such Funding Date and signed by a Responsible Officer of the Company, confirming that no Major Default has occurred and is continuing or would result from the funding of the Loans on such Funding Date.

Each Funding Date. The obligations of the Lenders to make available Loans on any Funding Date (including the first Funding Date for any Loan) and the obligation of the LC Fronting Bank to issue, and the Revolving Credit Lenders to participate in, Letters of Credit are subject to the satisfaction or waiver of each of the following conditions precedent: (a) As of any Funding Date other than a Funding Date that is only a LC Disbursement Date, the Administrative Agent has received a Notice of Borrowing with all attachments thereto, sent in compliance with Section 2.2(e) and executed by the Borrower. (b) The funds in the LC Collateral Account are no less than the LC Required Cash Collateral Amount. (c) As of any Funding Date as to which the conditions precedent set forth in Sections 3.2 and 3.4 are not applicable, and any date on which a Letter of Credit is issued, amended, renewed or extended, the Administrative Agent has received a Borrowing Base Certificate, executed by the Borrower, together with supporting schedules, in each case, in form and substance satisfactory to the Administrative Agent. (d) As of any Funding Date and any date on which a Letter of Credit is issued, amended, renewed or extended, each applicable representation and warranty set forth in Article IV is true and correct in all material respects as if made on such date, unless such representation or warranty relates solely to an earlier date, in which case as of such earlier date. (e) As of any Funding Date and any date on which a Letter of Credit is issued, amended, renewed or extended, no Event of Default or Default has occurred and is continuing or will result from the funding of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit. (f) As of any Funding Date and any date on which a Letter of Credit is issued, amended, renewed or extended, all Documents executed by or on behalf of the Borrower on or prior to such date (including any amendments, modifications or supplements thereto prior to such date) are in full force and effect (except such Documents as have expired in accordance with their terms or as may have been terminated in accordance with this Financing Agreement), the Borrower and to the Borrower’s Knowledge, the Pre-Completion Parties and the Project Parties, as applicable, are in full compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passa...

Each Funding Date. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions:

Each Funding Date. The obligation of each Bank to make the Term Loans of any Class on the Funding Date with respect to such Class is subject to the satisfaction (or waiver in accordance with Section 9.05) of the following conditions: (a) the Effective Date shall have occurred; (b) receipt by the Administrative Agent of a certificate, dated such Funding Date and signed by a Financial Officer of the Company, setting forth a calculation of (and demonstrating compliance with) (x) Adjusted Consolidated Net Worth of no less than $4,836,580,000 and (y) the ratio of (A) Consolidated Total Indebtedness to (B) Consolidated Total Capitalization of no greater than 0.35 to 1.00, in each case of clauses (x) and (y), calculated as of the last day of the most recently ended fiscal quarter for which financial statements of the Company are available, after giving pro forma effect to the Transactions that will occur on or prior to such Funding Date as if such Transactions occurred on such date; (c) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02(a); (d) immediately before and after such Term Loans are borrowed, no Default or Event of Default shall have occurred and be continuing; and (e) the representations and warranties (in the case of the representations and warranties in Section 4.05, as to matters that have been disclosed in writing to the Administrative Agent) of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date such Term Loan is borrowed (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (f) receipt by the Administrative Agent and the Joint Lead Arrangers of the audited financial statements of the Company for the fiscal year ended December 31, 2020 and the related report by KPMG LLP, which shall not have been determined by the Joint Lead Arrangers, as notified in writing by the Required Joint Lead Arrangers to the Company no later than seven (7) Domestic Business days of receipt, as being materially adverse to the Banks without the consent of the Required Joint Lead Arrangers (it being understood that to the extent materially consistent with the draft audited financial statements of the Company for the fiscal year ended December 31, 2020 delivered to the...

Each Funding Date. The obligations of Agent and each Lender to make Loans and the obligation of Agent or any Lender to issue or cause the issuance of any Lender Letters of Credit on each Funding Date (including, without limitation, the Closing Date) are subject to satisfaction as of such Funding Date of all of the terms and conditions set forth below and the accuracy of all the representations and warranties of Borrowers and the other Loan Parties set forth herein and in the other Loan Documents: