Execution Date Conditions Precedent Sample Clauses

Execution Date Conditions Precedent. The execution and delivery by the Investor and the Bloom Member of this Agreement on the Execution Date signifies that the following conditions have been satisfied or waived by the Investor and the Bloom Member, as applicable (“Execution Date Conditions Precedent”): (a) Investor has received fully executed copies of this Agreement, the PUMA, the Company ASA, the Facility Company ASA, the Forbearance Agreement and the Facility Company LLC Agreement, and Exelon has received a fully executed copy of the Mitigation Agreement, each in form and substance reasonably satisfactory to such Investor, and each is in full force and effect; (b) Investor has received a legal opinion of [***], as counsel to the Bloom Member with respect to [***], in form and substance reasonably satisfactory to the Investor; (c) Investor has received the Insurance Report, in form and substance reasonably satisfactory to it; (d) Investor has received a tax opinion from [***], which opinion shall be in form and substance reasonably satisfactory to the Investor; (e) Investor has received necessary approval from its internal investment committee, board of directors or other governing body, as applicable, to enter into the [***] Confidential Treatment Requested transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.2; (f) Investor has received (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, and the Bloom Member, (ii) a good standing certificate of the Facility Entities, and the Bloom Member, each dated as of a recent date, from the applicable Secretary of State, (iii) resolutions of the board of directors, or other equivalent governing body, of the Facility Entities, and the Bloom Member authorizing and approving the execution of this Agreement, the other Investment Documents and the transactions contemplated hereunder certified by a secretary or an assistant secretary as of the Execution Date, and (iv) formation documents certified by a secretary or an assistant secretary as of the Execution Date, in each case, unless otherwise noted, of the Bloom Member and the Facility Entities as are customary for transactions of this type, each of which shall be reasonably satisfactory to the Investor; (g) such Investor has received an affidavit of non-foreign status from the Bloom Member dated the Execution Date that c...
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Execution Date Conditions Precedent. The obligations of the Investor and the Class B Member to consummate the transactions contemplated by this Agreement on the Execution Date are subject to the satisfaction of or waiver by Investor and the Class B Member, as applicable, of each of the following conditions: (“Execution Date Conditions Precedent”): (a) the Investor has received fully executed copies of each of the Principal Facility Documents, each in form and substance reasonably satisfactory to the Investor, and each such Principal Facility Document is in full force and effect; (b) the Investor has received fully executed copies of this Agreement, the Guaranty, the Guarantor Account Agreement, the MESPSA, the ASA, the Facility Company LLC Agreement, the IP License and the IP Security Agreement, each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect; (c) the Investor has received (i) a legal opinion of O’Melveny & Xxxxx LLP, substantially in the form of Annex 8-A hereto, (ii) a legal opinion of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 hereto, (iii) a legal opinion of Xxxxx Xxxxxxx LLP, special Connecticut counsel, substantially in the form of Annex 8-B.2, and (iv) a legal opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special permitting counsel for California, substantially in the form of Annex 8-C.1 hereto; (d) the Investor has received the Insurance Report, in form and substance reasonably satisfactory to it, and a letter executed by the Insurance Consultant permitting the Investor to rely on such Insurance Report, if not addressed to the Investor; (e) the Investor has received a tax opinion from Winston & Xxxxxx LLP, which opinion shall be in form and substance reasonably satisfactory to it; (f) the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated hereunder and to make the capital contributions and payments in accordance with Article Two, subject only to the satisfaction or waiver of the conditions set forth in Section 6.2 or Section 6.4, as applicable; (g) the Investor has received, as applicable, (i) an incumbency certificate dated as of the Execution Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Execution Date to the effe...
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Execution Date Conditions Precedent. The Execution Date shall have occurred, and each of the Execution Date Conditions Precedent shall continue to be satisfied as of the relevant First Advance Date.
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Related to Execution Date Conditions Precedent

  • Conditions Precedent This Sixth Amendment will take effect on the date on which the conditions set forth below in this Section 4 are satisfied or waived in accordance with Section 12.02 of the Credit Agreement (the “Sixth Amendment Effective Date”). The Administrative Agent shall notify the Borrower and the Lenders of the Sixth Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Sixth Amendment shall not become effective unless each of the foregoing conditions is satisfied at or prior to 2:00 p.m., central standard time, on February 28, 2014 (and, in the event such conditions are not so satisfied or waived, this Sixth Amendment shall be deemed null and void and of no force and effect). 4.1 The Administrative Agent shall have received counterparts of this Sixth Amendment from the Loan Parties and each of the Lenders. 4.2 The Administrative Agent shall have received duly executed counterparts of (a) the Parent Guaranty and Pledge Agreement executed by REA and REI, (b) an assumption agreement executed by Alpha Shale Holdings and Alpha Shale Resources pursuant to which Alpha Shale Holdings and Alpha Shale Resources will become parties to the Guaranty and Pledge Agreement and the Intercreditor Agreement, (c) new mortgages duly executed by Alpha Shale Resources and (d) any amendments requested by the Administrative Agent to any existing mortgages previously delivered by a Loan Party under the Credit Agreement, in each case, in form and substance satisfactory to the Administrative Agent. In connection with the execution and delivery of the such Security Instruments, the Administrative Agent shall be reasonably satisfied that the Liens under such Security Instruments will, upon the recording of such Security Instruments and the requisite UCC financing statements, as applicable, be first priority, perfected Liens (subject only to Permitted Liens other than Liens securing Permitted Second Lien Debt), after giving effect to the Alpha Shale Acquisition, on (i) at least 80% of the total PV10 of the proved Oil and Gas Properties evaluated in the most recent Reserve Report (as supplemented by any applicable Reserve Report relating to the Oil and Gas Properties of Alpha Shale Resources), (ii) 80% of the Unproven Utica Shale Acreage, (iii) substantially all of each Gathering System then in operation, and (iv) all other Property purported to be pledged as Collateral pursuant to the Security Instruments including, without limitation, all Equity Interests in each Loan Party other than REI. 4.3 To the extent not already in possession of the Administrative Agent, the Administrative Agent shall have received the original certificates, if any exist, evidencing the Equity Interests of each Loan Party (other than REI), together with an appropriate undated stock or equity interest power for each certificate duly executed in blank by the registered owner thereof. 4.4 The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount (as amended hereby) dated as of the date hereof. 4.5 The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary or a Responsible Officer of the Borrower and each other Loan Party setting forth (a) resolutions of the members, board of directors or other appropriate governing body with respect to the authorization of the Borrower or such other Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated hereby and in those documents, (b) the officers of the Borrower or such other Loan Party who are authorized to sign the Loan Documents to which such Loan Party is a party and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement and the transactions contemplated hereby, (c) specimen signatures of such authorized officers, and (d) the limited liability company agreement, the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Borrower and such other Loan Party, certified as being true and complete (or, if previously delivered and certified in connection with the Credit Agreement, a certification that such documents have not been amended, modified, supplemented or rescinded and remain in full force and effect). The Administrative Agent and the Lenders may conclusively rely on each such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. 4.6 The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each other Loan Party. 4.7 The IPO shall have been consummated in accordance with (a) the Form S-1 Registration Statement File No. 333-192894 initially filed by REI with the SEC on December 16, 2013, as amended prior to the date hereof (the “Registration Statement”), (b) the certificate of incorporation and other organizational documents of REI and (c) all Governmental Requirements, and the Administrative Agent shall have received copies of any documentation related thereto that it has reasonably requested. 4.8 The consummation of the IPO shall have resulted in gross cash proceeds to REI in an amount not less than $400,000,000, and REI shall have contributed, directly or indirectly, all of such proceeds (less underwriting discounts, offering expenses and other costs of the IPO) to the Borrower and/or shall have used such net cash proceeds for the Borrower’s benefit to complete the Alpha Shale Acquisition and pay the Alpha Shale Group Debt. 4.9 The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying (a) that Rice Drilling C is concurrently consummating the Alpha Shale Acquisition and acquiring all of the Specified Equity Interests as contemplated in the Alpha Shale Acquisition Agreement, with no condition precedent or other provision of the Alpha Shale Acquisition Agreement having been waived, amended, supplemented or otherwise modified in any manner that is adverse to the interests of the Lenders, (b) as to the purchase price to be paid for the Specified Equity Interests on or about the Sixth Amendment Effective Date, after giving effect to all adjustments, if any, as of the Sixth Amendment Effective Date contemplated by the Alpha Shale Acquisition Agreement, (c) that attached to such certificate is a true, correct and complete copy of all amendments, if any, to the Alpha Shale Acquisition Agreement (or, if there have not been any amendments to the Alpha Shale Acquisition Agreement after December 6, 2013, such certificate shall include a statement to that effect), (d) that, after giving effect to the Alpha Shale Acquisition, Rice Drilling C owns, directly or indirectly, 100% of the outstanding Equity Interests of both Alpha Shale Holdings and Alpha Shale Resources, and (e) that the IPO Related Transactions have been consummated or are being consummated contemporaneously herewith. 4.10 After giving effect to the Alpha Shale Acquisition and any additional title information delivered to the Administrative Agent in connection therewith, the Administrative Agent shall have received title information satisfactory to it on at least 80% of the total PV10 of the Proved Oil and Gas Properties evaluated in the most recent Reserve Report, as supplemented by any applicable Reserve Report relating to the Properties of Alpha Shale Resources (but not, for the avoidance of doubt, with respect to the status of title on the Gathering Systems). 4.11 The Administrative Agent shall be satisfied that (a) the Alpha Shale Group Debt and all other amounts due under the Alpha Shale Credit Agreement have been or are being paid in full, (b) that all commitments to lend thereunder have been terminated, and (c) all Liens securing such the Alpha Shale Credit Agreement will be released upon such payment in full. 4.12 The Administrative Agent shall have received an opinion of Xxxxxxxx & Xxxxxx, LLP, special counsel to the Loan Parties, and local counsel in the States of Ohio and Pennsylvania, in each case in form and substance reasonably satisfactory to the Administrative Agent. 4.13 The Administrative Agent shall have received a certificate of insurance coverage of the Borrower, the Parent Guarantors and the Guarantors evidencing that such entities are carrying insurance in accordance with Section 7.12 of the Credit Agreement (after giving effect to this Sixth Amendment). 4.14 The Administrative Agent and Xxxxx Fargo Securities, LLC shall have received all fees and other amounts due and payable on or prior to the Sixth Amendment Effective Date including, without limitation, the upfront fees described in Section 4.15 below. 4.15 The Administrative Agent shall have received, for the account of each of the Lenders, upfront fees in an aggregate amount for each such Lender equal to (a) fifty basis points (0.50%) of the amount of such Lender’s Increased Commitment (as defined below), if any, (b) twelve and one half basis points (0.125%) of the amount of such Lender’s Continued Alpha Shale Commitment (as defined below), if any, and (c) seven and one half basis points (0.075%) of the amount of such Lender’s Continued Rice Commitment (as defined below), if any. As used in this Section 4.15 with respect to any Lender:

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

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