Execution Date Conditions Precedent Sample Clauses
The 'Execution Date Conditions Precedent' clause defines specific requirements or events that must be satisfied before a contract can be formally executed or become effective. Typically, these conditions might include obtaining regulatory approvals, securing financing, or delivering certain documents. By setting these prerequisites, the clause ensures that all necessary elements are in place before the parties are legally bound, thereby reducing the risk of premature commitment and ensuring that both sides are adequately prepared to proceed.
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 which has been executed and delivered as of such date, 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 MESPA, the MOMA, the ASA and the Facility Company LLC 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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, substantially in the form of Annex 8-A hereto, (ii) a legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special California counsel, substantially in the form of Annex 8-B hereto, and (iii) a legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special permitting counsel, substantially in the form of Annex 8-C 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 & ▇▇▇▇▇▇ 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, 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 effect that to such officer’s Knowledge the conditions set forth in Section 6.1 have been satisfied, (iii) a good standing certif...
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...
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.