Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All representations and warranties and other statements of the other party are, at and as of the Funding Time (except as expressly provided otherwise), true and correct in all material respects (assuming that the other party shall have performed in all material respects all of its obligations hereunder theretofore to be performed).
(b) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Funding.
(c) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body.
(d) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such offi...
Funding Conditions. 3.1 The Beneficiary shall use the Funding:
3.1.1 for the purposes set out in, and in accordance with the scope and nature of, the Project and the relevant Funded Service;
3.1.2 to achieve the Objectives;
3.1.3 in accordance with the Budget;
3.1.4 in accordance with the terms and conditions of this Agreement.
3.2 As the Beneficiary is in receipt of OPCC/VRU funding it agrees to:
3.2.1 work collaboratively with other funded projects to increase positive outcomes for those worked with and supported;
3.2.2 where a young person discloses additional needs ensure that they are referred to the most appropriate commissioned service including CGL for substance misuse, Nottinghamshire Victim CARE for victim support services and where necessary the most appropriate sexual or domestic support service; and
3.2.3 provide a Covid compliant service.
3.3 The Beneficiary shall only use the Funding in respect of eligible expenditure. The following costs are not eligible expenditure: payments that support activity intended to influence or attempt to influence parliament, government or political parties, or attempting to influence the awarding or renewal of contracts and grants, or attempting to influence legislative or regulatory action.
3.4 The Beneficiary shall not be permitted to change, amend or vary the purposes, scope or nature of the Project or an individual Funded Service without the prior written consent of the PCC.
3.5 The Beneficiary shall not without the prior written consent of the PCC, not to be unreasonably withheld or delayed, exceed any amount set out in the Budget for any itemised expenditure.
3.6 In the event that the Beneficiary applies for or secures any additional funding for the Project (or a Funded Service), the Beneficiary shall give the PCC prior written notice as soon as reasonably practicable of its intention to apply for the receipt of additional funding, and shall provide the PCC with all reasonable information and confirmation of any application or grant of funding. The PCC may, in its absolute discretion, permit the Beneficiary to amend the Budget, the Funded Service and/or the Project as a result of the Beneficiary securing alternative or additional funding for the Project and/or Funded Service.
3.7 The Beneficiary shall not use the Funding for the following:
3.7.1 the purchase of any capital items or any assets whatsoever;
3.7.2 the payment of any capital expenditure whatsoever;
3.7.3 any activity which is party-political in intention, use or ...
Funding Conditions. 2.1 The amount of the funding to be paid under this Agreement is £ (the “Funding”).
2.2 The Beneficiary shall use the Funding:
2.2.1 for the following purposes only: as described in further detail in the Appendix (the “Funded Service”);
2.2.2 to achieve the objectives for the Funded Service agreed by the Parties (the “Objectives”); and
2.2.3 in accordance with the terms and conditions of this Agreement.
2.3 The Beneficiary shall only use the Funding in respect of eligible expenditure. The following costs are not eligible expenditure: payments that support activity intended to influence or attempt to influence parliament, government or political parties, or attempting to influence the awarding or renewal of contracts and grants, or attempting to influence legislative or regulatory action.
2.4 The Beneficiary shall not be permitted to change, amend or vary the purposes, scope or nature of the Funded Service without the prior written consent of the PCC.
Funding Conditions. (1) Before the Recipient enters into a Contribution Agreement with a Proponent for an approved New Facilities Project, the Recipient shall:
(a) ensure that the Proponent has disclosed all of its creditors, debt and the proposed construction, acquisition, rehabilitation and/or conversion costs in full; and
(b) confirm to the Province the source and availability of adequate ongoing funding for any acquisition of property or Development Activities for the New Facilities Project and the support services that will be made available to the public through the Project once complete.
(2) The Recipient shall ensure that the Contribution Agreement with each Proponent requires the Proponent to comply with the requirements of the Program, and, if the New Facilities Project involves Development Activities, includes obligations to:
(a) complete the construction of the approved Project within construction budgets and financing approved by the Recipient and required timelines;
(b) ensure that until construction of the approved Project is complete (i) all claims for lien registered against the Project(s) are promptly vacated, (ii) the Proponent does not incur any additional construction financing, capital or operating debt related to the Project without the Recipient’s consent (iii) the Project(s) are not encumbered by any registered encumbrances other than Permitted Encumbrances, (iv) the Proponent remains in good standing under the Permitted Encumbrances and (v) any work orders issued against the Project(s) by any governmental entity, agency or official are addressed to the satisfaction of the Recipient;
(c) obtain all the insurance a reasonably prudent person carrying out the Project would obtain, including at least $2,000,000 in commercial general liability insurance, and all other the insurance required by Schedule “A” to this Agreement read as if it applied to the Proponent, and including:
(i) Builder’s Risk Insurance (property insurance) for the full replacement value of the completed construction projects, including a negotiated sub-limit for earthquake and flood. The policy must include the following:
1. replacement cost value;
2. stated amount of co-insurance;
3. waiver of subrogation; and
4. loss payable in favour of the Recipient and the Indemnified Parties.
Funding Conditions. (1) The Recipient shall ensure that the Funding Agreement with each Proponent requires the Proponent to comply with the requirements of the Program and includes obligations to:
(a) complete the Development Activities within construction budgets and financing approved by the Recipient and required timelines;
(b) require the Proponent to use the Funds provided for the Project only for eligible expenses in connection with the Project and adhere to the affordability requirements throughout the Affordability Period and/or use the Project for its Intended Use for the entire Intended Use Period;
(c) refund to the Recipient any misused funds; and
(d) provide the reports and other things to the Recipient needed to enable the Recipient to comply with requirements of the Agreement, including the reporting requirements.
(2) The Recipient agrees that, where it is to be the owner of a Retrofit Project, the provisions of subsection 14(1) apply to it with the necessary changes.
(3) The Recipient shall ensure that each Funding Agreement contains provisions to the effect that,
Funding Conditions. 1. The obligation of Aladdin Gaming to make the representations in the Operative Documents, other than the representations under Sections 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 8(g), 8(n), 8(o), 8(p), 8(s) and 8(y) of the Facilities Agreement, will not constitute a failure to satisfy the funding condition in Section 7(b)(1) or constitute a Default or Event of Default if the Administrative Agent has waived the obligation of Aladdin Gaming to make the corresponding representation in the Senior Credit Agreement.
2. The obligation of Aladdin Gaming to make the representation under Section 8(t) of the Facilities Agreement or to perform the covenant in Section 10(r) of the Facilities Agreement will not constitute a failure to satisfy the funding condition in Section 7(b)(1) or constitute a Default or Event of Default if, after giving effect to the provisions of Sections C. 3 and C. 4.d of this Schedule A, the Main Project Budget is "In Balance" as such term is defined for purposes of said Sections.
3. The obligation of Aladdin Gaming to make representations regarding LCI, LCNI, Bazaar Holdings, Holdings, the Trust, Aladdin Music, AMH, any other Aladdin Party, the Energy Project Provider, the Energy Project Guarantor, the Design Builder, Fluor, the Architect of Record, each Major Contractor and each other Person (other than Aladdin Gaming) to a Material Main Project Document or a Transaction Document will not constitute a failure to satisfy the funding condition in Section 7(b)(1) or constitute a Default or Event of Default if the Administrative Agent has waived the obligation of Aladdin Gaming to make the corresponding representation in the Senior Credit Agreement.
4. Except for LCI with respect to the initial Funding only, a material adverse change with respect to any Person (other than Aladdin Gaming) or a change which has a Material Adverse Effect on any Person (other than Aladdin Gaming) will not constitute a failure to satisfy the funding condition in Section 7(b) or constitute a Default or Event of Default if the Administrative Agent has waived the obligation of Aladdin Gaming to make the corresponding representation in the Senior Credit Agreement.
5. The condition in Section 7(b)(3) of the Facilities Agreement shall be deemed to be satisfied if, on the date of the applicable Funding, the conditions in clauses 3, 4, 5, 6, 14, 15 and 16 (with respect to Aladdin Gaming only) have been satisfied by Aladdin Gaming in all material respects.
6. The representations ...
Funding Conditions. Notwithstanding anything in this agreement to the contrary, Te Māngai Pāho will not be liable to provide Te Māngai Pāho Funding or any part of Te Māngai Pāho Funding, if:
Funding Conditions. The Board’s obligation to disburse funds to Grantee under this Agreement is subject to the Board having received, on the date of each disbursement, sufficient funding, appropriations, limitations, allotments, or other expenditure authority to allow the Board, in the exercise of its reasonable administrative discretion, to make each disbursement. Nothing in this Agreement entitles Grantee to receive payment under this Agreement from any part of Oregon state government other than the Board, and nothing in this Agreement is to be construed as permitting any violation of Article IX, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon. As a condition for the disbursement of any Board funds, the Grantee agrees to do the following:
Funding Conditions. The Subgrantee has met all terms and conditions of funding in accordance with the Regulations and the Authority’s Funding Resolution.
