Government Approvals; Government Rules. (a) All material Government Approvals for the Project that have been obtained by the Borrower or for the benefit of the Project by third parties as of the Closing Date are set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all Government Approvals set forth on Schedule 7.05(a) have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal and all applicable appeal periods have expired (except Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party as indicated on such Schedule 7.05(a) and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower. (b) All material Government Approvals not obtained as of the Closing Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date and prior to the First Project Funding Date are set forth on Schedule 7.05(b). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower. (c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current stage of Development (as identified by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. (d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower. (e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. (f) The Borrower has no reason to believe that any material Government Approvals which have not been obtained by it or the relevant third party as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. The Project, if constructed in accordance with the Construction Budget and Schedule, and otherwise Developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. (g) The Borrower is not in violation of, or in non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could reasonably be expected to result in a Material Adverse Effect, with respect to the Project.
Appears in 2 contracts
Samples: Credit Agreement (GreenHunter Energy, Inc.), Credit Agreement (GreenHunter Energy, Inc.)
Government Approvals; Government Rules. As of the Closing Date:
(a) All no material Government Approvals are required for the Project that have been obtained by Development except for (i) the Borrower or for DOE Export Authorization, the benefit of the Project by third parties as of the Closing Date are set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a)FERC Authorization, all and those Government Approvals set forth on Schedule 7.05(a6.6(b), Schedule 6.6(c), and Schedule 6.6(e), and (ii) those Government Approvals that may be required as a result of the exercise of remedies under the P1 Financing Documents;
(b) all Material Government Approvals for the Development set forth on Schedule 6.6(b) (i) have been duly obtained, were validly issued, (ii) are in full force and effect, (iii) are final and are not Non-Appealable pursuant to any right of appeal set out in the subject of any pending appeal Government Rules pursuant to which such Government Approval was issued (other than the FERC Remand Order and all applicable appeal periods have expired (except such Material Government Approvals which do not have limits on rehearing or appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the ProjectRule), (iv) are held in the name of the Borrower or such third party as indicated on such allowed pursuant to Government Rule and as specified in Schedule 7.05(a6.6(b), and (v) and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse EffectEffect or (B) which the Borrower or, with respect to the Project or (ii) the Borrower does not reasonably expect Borrower’s Knowledge, such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect;
(c) all Material Government Approvals for the Development set forth on Schedule 6.6(c) (i) have been duly obtained, (ii) are in full force and effect, (iii) are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal to the issuing agency have expired (other than in the case of any such Material Government Approvals that do not have limits on rehearing or appeal periods); provided, that the statutory periods for rehearing requests and FERC action on rehearing in respect of the FERC Remand Order need not have expired, (iv) are held in the name of the Borrower or such third party as allowed pursuant to Government Rule and as specified in Schedule 6.6(c), and (v) are free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) which the Borrower or, to the Borrower’s Knowledge, such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect;
(d) each of the DOE Export Authorization and FERC Authorization (i) has been duly obtained, (ii) is in full force and effect, (iii) is held in the name of the Borrower, (iv) is not the subject of any pending rehearing or appeal by or to DOE/FE, (v) is final and non-appealable (other than with respect to the FERC Remand Order), and (vi) is free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) which the Borrower does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could would not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.;
(bi) All material all Material Government Approvals not obtained as of the Closing Date but necessary for the Development (including the sale of LNG) to be obtained by the Borrower or for the benefit of the Project by third parties after the Closing Date and prior as allowed pursuant to the First Project Funding Date Government Rule are set forth on Schedule 7.05(b). No 6.6(e) and (ii) the Borrower reasonably believes that all Material Adverse Effect, with respect Government Approvals set forth on Schedule 6.6(e) will be obtained in due course on or prior to the Project could reasonably be expected to result from any such Government Approvals being obtained in commencement of the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current appropriate stage of the Development (as identified by the dates on Schedule 7.05(b) for which such Material Government Approvals are reasonably projected to would be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (iiB) which the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of the Development, except to the extent that a failure to so satisfy such condition or requirement could would not reasonably be expected to have a Material Adverse Effect, with respect to the Project.;
(df) All material Government Approvals not obtained Except as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect6.7, with respect there is no action, suit, or proceeding pending, or to the Project Borrower’s Knowledge threatened in writing, that could reasonably be expected to result in the materially adverse modification, rescission, termination, or suspension of any Material Government Approval;
(g) the Borrower has not received any notice from any Government Authority asserting that any information set forth in any application submitted by or on behalf of it in connection with any Material Government Approval was inaccurate or incomplete such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which that it could not reasonably be expected to have a Material Adverse EffectEffect and, with respect to the Project)its Knowledge, are held in the name of the Borrower there has not been any such inaccurate or such third party and are free from conditions or requirements which (i) incomplete application that could reasonably be expected to have a Material Adverse Effect, with respect to the Project or ; and
(iih) there is no existing default by the Borrower does not reasonably expect it under any applicable order, writ, injunction or such third party (as applicable) to be able to satisfy on decree of any Government Authority or prior to the commencement of the relevant stage of Developmentarbitral tribunal, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe that any material Government Approvals which have not been obtained by it or the relevant third party as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. The Project, if constructed in accordance with the Construction Budget and Schedule, and otherwise Developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(g) The Borrower is not in violation of, or in non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could reasonably be expected to result in a Material Adverse Effect, with respect to the Project.
Appears in 2 contracts
Samples: Cd Credit Agreement (NextDecade Corp.), Credit Agreement (NextDecade Corp.)
Government Approvals; Government Rules. (a) No material Government Approvals are required for the Development except for those set forth on Schedules 4.6(a) and (b), and except for those that may be required as a result of the exercise of remedies under the Financing Documents.
(b) All material Government Approvals for the Project that have been obtained by the Borrower or for the benefit of the Project by third parties as of the Closing Date are Development set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all Government Approvals set forth on Schedule 7.05(a4.6(a) have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal periods to the issuing agency have expired (except as noted on Schedule 4.6(a) or Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the ProjectRule), are held in the name of the Borrower or such third party as allowed pursuant to Government Rule indicated on such Schedule 7.05(a) 4.6(a), and are free from conditions or requirements which (i) the compliance with which could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (ii) which the Borrower does not reasonably expect or such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, Development except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.
(bc) All material Government Approvals not obtained as of the Closing Date date hereof but necessary for the Development (including the sale of Services) to be obtained by the Borrower or for the benefit of the Project by third parties after the Closing Date and prior as allowed pursuant to the First Project Funding Date are set forth on Schedule 7.05(b). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current stage of Development (as identified by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties Rule after the Closing Date are set forth on Schedule 7.05(d4.6(b). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(fd) The Borrower has no reason to believe reasonably believes that any material Government Approvals which have not been obtained by it the Borrower or the relevant third party as of the Closing Datedate of the making of this representation, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or and shall not contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) does not expect to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. .
(e) The Project, if constructed in accordance with the Construction Budget and Schedule, Schedule and otherwise Developed as contemplated by the Material Project Documents, will shall conform to and comply in all material respects with all material covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except Rules as in effect as of the date this representation is made and deemed repeated.
(f) The Borrower is in compliance in all material respects with all Government Rules and Government Approvals applicable to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse EffectBorrower and the Development and, with respect to the ProjectBorrower’s Knowledge, all third parties are in compliance in all material respects with all Government Rules and Government Approvals applicable to the Development.
(g) The Borrower is not in violation ofreasonably believes that Conditions 13 and 14 shall be (i) satisfied, (ii) amended, altered, or modified by FERC such that the Borrower will be able to comply with such amendment, alteration, or modification, or (iii) waived by FERC, in non-compliance witheach case of (i), any Government Rule (ii) or Government Approval (iii), on or prior to the violation commencement of or the non-stage of Development for which compliance with which could Conditions 13 and 14 would be required.
(h) To Borrower’s Knowledge, there is no action, suit, or proceeding pending that would reasonably be expected to result in a Material Adverse Effectthe materially adverse modification, with respect to the Projectrescission, termination, or suspension of any Government Approval set forth on Schedule 4.6(c).
Appears in 2 contracts
Samples: Common Terms Agreement (Cheniere Energy Partners, L.P.), Common Terms Agreement (Cheniere Energy Partners, L.P.)
Government Approvals; Government Rules. As of the Closing Date:
(a) All no material Government Approvals are required for the Project that have been obtained by Development except for (i) the Borrower or for DOE Export Authorization, the benefit of the Project by third parties as of the Closing Date are set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a)FERC Authorization, all and those Government Approvals set forth on Schedule 7.05(a6.6(b), Schedule 6.6(c), and Schedule 6.6(e), and (ii) those Government Approvals that may be required as a result of the exercise of remedies under the TCF Financing Documents;
(b) all Material Government Approvals for the Development set forth on Schedule 6.6(b) (i) have been duly obtained, were validly issued, (ii) are in full force and effect, (iii) are final and are not Non-Appealable pursuant to any right of appeal set out in the subject of any pending appeal Government Rules pursuant to which such Government Approval was issued (other than the FERC Remand Order and all applicable appeal periods have expired (except such Material Government Approvals which do not have limits on rehearing or appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the ProjectRule), (iv) are held in the name of the Borrower or such third party as indicated on such allowed pursuant to Government Rule and as specified in Schedule 7.05(a6.6(b), and (v) and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse EffectEffect or (B) which the Borrower or, with respect to the Project or (ii) the Borrower does not reasonably expect Borrower’s Knowledge, such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect;
(c) all Material Government Approvals for the Development set forth on Schedule 6.6(c) (i) have been duly obtained, (ii) are in full force and effect, (iii) are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal to the issuing agency have expired (other than in the case of any such Material Government Approvals that do not have limits on rehearing or appeal periods); provided, that the statutory periods for rehearing requests and FERC action on rehearing in respect of the FERC Remand Order need not have expired, (iv) are held in the name of the Borrower or such third party as allowed pursuant to Government Rule and as specified in Schedule 6.6(c), and (v) are free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) which the Borrower or, to the Borrower’s Knowledge, such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect ;
(d) each of the DOE Export Authorization and FERC Authorization (i) has been duly obtained, (ii) is in full force and effect, (iii) is held in the name of the Borrower, (iv) is not the subject of any pending rehearing or appeal by or to DOE/FE, (v) is final and non-appealable (other than with respect to the FERC Remand Order), |US-DOCS\145399031.8|| and (vi) is free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) which the Borrower does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could would not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.;
(bi) All material all Material Government Approvals not obtained as of the Closing Date but necessary for the Development (including the sale of LNG) to be obtained by the Borrower or for the benefit of the Project by third parties after the Closing Date and prior as allowed pursuant to the First Project Funding Date Government Rule are set forth on Schedule 7.05(b). No 6.6(e) and (ii) the Borrower reasonably believes that all Material Adverse Effect, with respect Government Approvals set forth on Schedule 6.6(e) will be obtained in due course on or prior to the Project could reasonably be expected to result from any such Government Approvals being obtained in commencement of the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current appropriate stage of the Development (as identified by the dates on Schedule 7.05(b) for which such Material Government Approvals are reasonably projected to would be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (iiB) which the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of the Development, except to the extent that a failure to so satisfy such condition or requirement could would not reasonably be expected to have a Material Adverse Effect, with respect to the Project.;
(df) All material Government Approvals not obtained Except as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect6.7, with respect there is no action, suit, or proceeding pending, or to the Project Borrower’s Knowledge threatened in writing, that could reasonably be expected to result in the materially adverse modification, rescission, termination, or suspension of any Material Government Approval;
(g) the Borrower has not received any notice from any Government Authority asserting that any information set forth in any application submitted by or on behalf of it in connection with any Material Government Approval was inaccurate or incomplete such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which that it could not reasonably be expected to have a Material Adverse EffectEffect and, with respect to the Project)its Knowledge, are held in the name of the Borrower there has not been any such inaccurate or such third party and are free from conditions or requirements which (i) incomplete application that could reasonably be expected to have a Material Adverse Effect, with respect to the Project or ; and
(iih) there is no existing default by the Borrower does not reasonably expect it under any applicable order, writ, injunction or such third party (as applicable) to be able to satisfy on decree of any Government Authority or prior to the commencement of the relevant stage of Developmentarbitral tribunal, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe that any material Government Approvals which have not been obtained by it or the relevant third party as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. The Project, if constructed in accordance with the Construction Budget and Schedule, and otherwise Developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(g) The Borrower is not in violation of, or in non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could reasonably be expected to result in a Material Adverse Effect, with respect to the Project.
Appears in 1 contract
Government Approvals; Government Rules. (a) All material Government Approvals for the Project Development (including sale of Services) that have been obtained by the Borrower or for the benefit of the Project by third parties as of the Closing Date date hereof are set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all Government Approvals set forth on Schedule 7.05(a) have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal and all applicable appeal periods have expired (except Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party as indicated on such Schedule 7.05(a) and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (ii) the Borrower does not reasonably expect or such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project Effect could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.
(b) All material Government Approvals not obtained as of as of the Closing Date date hereof but necessary for the Development (including the sale of Services) to be obtained by the Borrower or for the benefit of the Project by third parties after the Closing Date and prior to the First Project Funding Effective Date are set forth on Schedule 7.05(b). No Material Adverse Effect, with respect to the Project Effect could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all All material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current stage of Development (as identified by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (ii) the Borrower does not reasonably expect it or such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe reasonably believes that any material Government Approvals which have not been obtained by it the Borrower or the relevant third party as of the Closing Datedate of the making of this representation, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or and shall not contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) does not expect to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect . No Material Adverse Effect could reasonably be expected to result from any such Government Approvals being obtained in the Projectname of Persons other than the Borrower. The Project, if constructed in accordance with the Phase 1 Construction Budget and Schedule or Phase 2 Construction Budget and Schedule, as applicable, and otherwise Developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(ge) The Borrower is not in violation of, or compliance in non-compliance all material respects with, any all Government Rule or Rules and Government Approval the violation of or the non-compliance with which could reasonably be expected to result in a Material Adverse Effect, with respect Approvals applicable to the ProjectBorrower.
Appears in 1 contract
Government Approvals; Government Rules. (a) No material Government Approvals are required for the Development except for those set forth on Schedules 4.6(a) and (b), and except for those that may be required as a result of the exercise of remedies under the Financing Documents.
(b) All material Government Approvals for the Project that have been obtained by the Borrower or for the benefit of the Project by third parties as of the Closing Date are Development set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all Government Approvals set forth on Schedule 7.05(a4.6(a) have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal periods to the issuing agency have expired (except as noted on Schedule 4.6(a) or Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the ProjectRule), are held in the name of the Borrower or such third party as allowed pursuant to Government Rule indicated on such Schedule 7.05(a) 4.6(a), and are free from conditions or requirements which (i) the compliance with which could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (ii) which the Borrower does not reasonably expect or such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, Development except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.
(bc) All material Government Approvals not obtained as of the Closing Date date hereof but necessary for the Development (including the sale of Services) to be obtained by the Borrower or for the benefit of the Project by third parties after the Closing Date and prior as allowed pursuant to the First Project Funding Date are set forth on Schedule 7.05(b). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current stage of Development (as identified by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties Rule after the Closing Date are set forth on Schedule 7.05(d4.6(b). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(fd) The Borrower has no reason to believe reasonably believes that any material Government Approvals which have not been obtained by it the Borrower or the relevant third party as of the Closing Datedate of the making of this representation, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or and shall not contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) does not expect to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. .
(e) The Project, if constructed in accordance with the Construction Budget and Schedule, the Construction Schedule and otherwise Developed as contemplated by the Material Project Documents, will shall conform to and comply in all material respects with all material covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except Rules as in effect as of the date this representation is made and deemed repeated.
(f) The Borrower is in compliance in all material respects with all Government Rules and Government Approvals applicable to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse EffectBorrower and the Development and, with respect to the ProjectBorrower’s Knowledge, all third parties are in compliance in all material respects with all Government Rules and Government Approvals applicable to the Development.
(g) The Borrower To the Borrower’s Knowledge, there is not in violation ofno action, suit, or in non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could proceeding pending that would reasonably be expected to result in a Material Adverse Effectthe materially adverse modification, with respect to the Projectrescission, termination, or suspension of any Government Approval.
Appears in 1 contract
Samples: Common Terms Agreement (Cheniere Energy Partners, L.P.)
Government Approvals; Government Rules. As of the applicable Funding Date:
(a) No material Government Approvals are required for the Projects except for those set forth on Schedules 4.30(a) and (b), and except for those that may be required as a result of the exercise of remedies under the Financing Documents.
(b) All material Government Approvals for the Project that have been obtained by the Borrower or for the benefit of the Project by third parties as of the Closing Date are Projects set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all Government Approvals set forth on Schedule 7.05(a4.30(a) (i) have been duly obtained, were validly issued, are in full force and effect, and (ii) are held in the name of CCTP, SPLNG or such third party allowed pursuant to Government Rule as indicated on Schedule 4.30(a), (iii) are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal periods to the issuing agency have expired (except as noted on Schedule 4.30(a) or Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the ProjectRule), are held in the name of the Borrower or such third party as indicated on such Schedule 7.05(aand (iv) and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (iiB) which the Borrower Borrower, CCTP or SPLNG, as applicable, does not reasonably expect such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Developmentthe applicable Project except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect.
(c) All material Government Approvals not obtained as of the date hereof but necessary for the Projects are set forth on Schedule 4.30(b).
(d) The Borrower and CCTP or SPLNG, as applicable, reasonably believe that those material Government Approvals set forth on Schedule 4.30(b) shall be obtained in due course on or prior to the commencement of the appropriate stage of the applicable Project for which such Government Approval would be required and shall not contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect or which the Borrower, CCTP or SPLNG, as applicable, does not expect to satisfy on or prior to the commencement of the appropriate stage of applicable Project, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.
(b) All material Government Approvals not obtained as of the Closing Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date and prior to the First Project Funding Date are set forth on Schedule 7.05(b). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current stage of Development (as identified by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe that any material Government Approvals which have not been obtained by it or the relevant third party as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. The Project, if constructed in accordance with the Construction Budget and Schedule, and otherwise Developed as contemplated by the Material Project Documents, will Projects conform to and comply in all material respects with all material covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except to Rules as in effect as of the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Projectdate this representation is made and deemed repeated.
(gf) The Borrower To the Credit Parties’ Knowledge, there is not in violation ofno action, suit, or in non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could proceeding pending that would reasonably be expected to result in a Material Adverse Effectthe materially adverse modification, with respect to the Projectrescission, termination, or suspension of any Government Approval.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.)
Government Approvals; Government Rules. As of the Closing Date:
(a) All no material Government Approvals are required for the Project that have been obtained by Development except for (i) the Borrower or for DOE Export Authorization, the benefit of the Project by third parties as of the Closing Date are set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a)FERC Authorization, all and those Government Approvals set forth on Schedule 7.05(a6.6(b), Schedule 6.6(c), and Schedule 6.6(e), and (ii) those Government Approvals that may be required as a result of the exercise of remedies under the TCF Financing Documents;
(b) all Material Government Approvals for the Development set forth on Schedule 6.6(b) (i) have been duly obtained, were validly issued, (ii) are in full force and effect, (iii) are final and are not Non-Appealable pursuant to any right of appeal set out in the subject of any pending appeal Government Rules pursuant to which such Government Approval was issued (other than the FERC Remand Order and all applicable appeal periods have expired (except such Material Government Approvals which do not have limits on rehearing or appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the ProjectRule), (iv) are held in the name of the Borrower or such third party as indicated on such allowed pursuant to Government Rule and as specified in Schedule 7.05(a6.6(b), and (v) and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse EffectEffect or (B) which the Borrower or, with respect to the Project or (ii) the Borrower does not reasonably expect Borrower’s Knowledge, such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect;
(c) all Material Government Approvals for the Development set forth on Schedule 6.6(c) (i) have been duly obtained, (ii) are in full force and effect, (iii) are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal to the issuing agency have expired (other than in the case of any such Material Government Approvals that do not have limits on rehearing or appeal periods); provided, that the statutory periods for rehearing requests and FERC action on rehearing in respect of the FERC Remand Order need not have expired, (iv) are held in the name of the Borrower or such third party as allowed pursuant to Government Rule and as specified in Schedule 6.6(c), and (v) are free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) which the Borrower or, to the Borrower’s Knowledge, such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect ;
(d) each of the DOE Export Authorization and FERC Authorization (i) has been duly obtained, (ii) is in full force and effect, (iii) is held in the name of the Borrower, (iv) is not the subject of any pending rehearing or appeal by or to DOE/FE, (v) is final and non-appealable (other than with respect to the FERC Remand Order), and (vi) is free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) which the Borrower does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could would not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.;
(bi) All material all Material Government Approvals not obtained as of the Closing Date but necessary for the Development (including the sale of LNG) to be obtained by the Borrower or for the benefit of the Project by third parties after the Closing Date and prior as allowed pursuant to the First Project Funding Date Government Rule are set forth on Schedule 7.05(b). No 6.6(e) and (ii) the Borrower reasonably believes that all Material Adverse Effect, with respect Government Approvals set forth on Schedule 6.6(e) will be obtained in due course on or prior to the Project could reasonably be expected to result from any such Government Approvals being obtained in commencement of the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current appropriate stage of the Development (as identified by the dates on Schedule 7.05(b) for which such Material Government Approvals are reasonably projected to would be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (iiB) which the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of the Development, except to the extent that a failure to so satisfy such condition or requirement could would not reasonably be expected to have a Material Adverse Effect, with respect to the Project.;
(df) All material Government Approvals not obtained Except as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect6.7, with respect there is no action, suit, or proceeding pending, or to the Project Borrower’s Knowledge threatened in writing, that could reasonably be expected to result in the materially adverse modification, rescission, termination, or suspension of any Material Government Approval;
(g) the Borrower has not received any notice from any Government Authority asserting that any information set forth in any application submitted by or on behalf of it in connection with any Material Government Approval was inaccurate or incomplete such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which that it could not reasonably be expected to have a Material Adverse EffectEffect and, with respect to the Project)its Knowledge, are held in the name of the Borrower there has not been any such inaccurate or such third party and are free from conditions or requirements which (i) incomplete application that could reasonably be expected to have a Material Adverse Effect, with respect to the Project or ; and
(iih) there is no existing default by the Borrower does not reasonably expect it under any applicable order, writ, injunction or such third party (as applicable) to be able to satisfy on decree of any Government Authority or prior to the commencement of the relevant stage of Developmentarbitral tribunal, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe that any material Government Approvals which have not been obtained by it or the relevant third party as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. The Project, if constructed in accordance with the Construction Budget and Schedule, and otherwise Developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(g) The Borrower is not in violation of, or in non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could reasonably be expected to result in a Material Adverse Effect, with respect to the Project.
Appears in 1 contract
Samples: Credit Agreement (NextDecade Corp.)
Government Approvals; Government Rules. As of the Closing Date:
(a) All no material Government Approvals are required for the Projects except for those set forth on Schedules 4.30(a) and (b), and except for those that may be required as a result of the exercise of remedies under the Financing Documents;
(b) all material Government Approvals for the Project that have been obtained by the Borrower or for the benefit of the Project by third parties as of the Closing Date are Projects set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all Government Approvals set forth on Schedule 7.05(a4.30(a) (i) have been duly obtained, were validly issued, are in full force and effect, and (ii) are held in the name of CTPL, SPLNG or such third party allowed pursuant to Government Rule as indicated on Schedule 4.30(a), (iii) are not the subject of any pending rehearing or appeal to the issuing agency and all applicable fixed time periods for rehearing or appeal periods to the issuing agency have expired (except as noted on Schedule 4.30(a) or Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the ProjectRule), are held in the name of the Borrower or such third party as indicated on such Schedule 7.05(aand (iv) and are free from conditions or requirements (A) the compliance with which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (iiB) the Borrower which Borrower, CTPL or SPLNG, as applicable, does not reasonably expect such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, the applicable Project except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.;
(bc) All all material Government Approvals not obtained as of the Closing Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date and prior to the First Project Funding Date Projects are set forth on Schedule 7.05(b4.30 (b). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current stage of Development (as identified by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.;
(d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe that any material Government Approvals which have not been obtained by it or the relevant third party as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. The Project, if constructed in accordance with the Construction Budget and Schedule, and otherwise Developed as contemplated by the Material Project Documents, will Projects conform to and comply in all material respects with all material covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except Rules as in effect as of the date this representation is made and deemed repeated; and
(e) to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse EffectCredit Parties’ Knowledge, with respect to the Project.
(g) The Borrower there is not in violation ofno action, suit, or in non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could proceeding pending that would reasonably be expected to result in a Material Adverse Effectthe materially adverse modification, with respect to the Projectrescission, termination, or suspension of any Government Approval.
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Samples: Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.)
Government Approvals; Government Rules. (a) All material Government Approvals for the Project that have been obtained by or on behalf of the Borrower or (including all material Government Approvals that have been obtained by the EPC Contractor) for the benefit of the Project by third parties Project, as of the Closing Date are set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all All Government Approvals set forth on Schedule 7.05(a) have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal and all applicable appeal periods have expired (except Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party the EPC Contractor as indicated on such Schedule 7.05(a) and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, Effect with respect to the such Project or (ii) the Borrower does not reasonably expect such third party the Borrower or the EPC Contractor (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Project Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, Effect with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.
(b) All material Government Approvals not for the Project to be obtained as or amended by or on behalf of the Closing Date but necessary for the Development Borrower, together with all material Government Approvals to be obtained by the Borrower EPC Contractor for the benefit of the Project by third parties after the Closing Date and Project, prior to the First Project Funding Initial Disbursement Date are set forth on Schedule 7.05(b) (as updated from time to time as mutually agreed in writing between the Borrower and the Administrative Agent). No Material Adverse Effect, Effect with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(c) All material Government Approvals not obtained or amended as of the Initial Disbursement Date, as applicable, but necessary for the Project Development or for the performance by any Material Project Party of any of its obligations under any Transaction Document to be obtained by or on behalf of the Borrower, together with all material Government Approvals that have been obtained by the EPC Contractor or any other third party for the benefit of the Project, after the Initial Disbursement Date, are set forth on Schedule 7.05(c) or (d) (as updated from time to time as mutually agreed in writing between the Borrower and the Administrative Agent). No Material Adverse Effect with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(d) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) Borrower, EPC Contractor or, if applicable, any Operator for the then current stage of Project Development (as identified or for the performance by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required)any Material Project Party of any of its obligations under any Transaction Document, have been duly obtained or amended, as applicable, and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party Borrower, EPC Contractor or, if applicable, any Operator and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it the Borrower, EPC Contractor or such third party Operator (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of DevelopmentProject Development or on the date set forth in the Transaction Documents with respect thereto, as the case may be, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have result in a Material Adverse Effect, with respect to the Project.
(d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe that any material Government Approvals which have not been obtained by it the Borrower or the relevant third party EPC Contractor as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or such third party the EPC Contractor for the DevelopmentProject Development or for the performance by any Material Project Party of any of its obligations under any Transaction Document, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Project Development for which such material Government Approval or prior to the date set forth in the Transaction Documents with respect thereto, as the case may be, would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Project Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the such Project. The Project, if constructed in accordance with the Project Construction Budget and Schedule, and otherwise Developed developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, Rules except to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(g) The Borrower is not in violation of, or in where any such non-compliance with, any Government Rule or Government Approval the violation of or the non-compliance with which could not reasonably be expected to result in a Material Adverse Effect, Effect with respect to the Project.
(f) The Borrower, each Credit Party and the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed and not terminated in accordance with the terms of this Agreement) is in compliance in all material respects with all Government Rules and Government Approvals required for the then-current stage of Project Development.
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Government Approvals; Government Rules. (a) All material Government Approvals for the Project Development (including sale of Services) that have been obtained by the Borrower or for the benefit of the Project by third parties as of the Closing Date are set forth on Schedule 7.05(a). Except as otherwise noted on Schedule 7.05(a), all Government Approvals set forth on Schedule 7.05(a) have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal and all applicable appeal periods have expired (except Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party as indicated on such Schedule 7.05(a) and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (ii) the Borrower does not reasonably expect or such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. No Material Adverse Effect, with respect to the Project Effect could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.
(b) All material Government Approvals not obtained as of the Closing Date but necessary for the Development (including the sale of Services) to be obtained by the Borrower or for the benefit of the Project by third parties after the Closing Date and prior to the First Project Funding Date are set forth on Schedule 7.05(b). No Material Adverse Effect, with respect to the Project Effect could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(c) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all All material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(b) for the then current stage of Development (as identified by the dates on Schedule 7.05(b) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which which, could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project Effect or (ii) the Borrower does not reasonably expect it or such third party (as applicable) does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(d) All material Government Approvals not obtained as of the First Project Funding Date but necessary for the Development to be obtained by the Borrower for the benefit of the Project by third parties after the Closing Date are set forth on Schedule 7.05(d). No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.
(e) As of any date after First Project Funding Date on which this representation and warranty is made or deemed made, all material Government Approvals required to be held by the Borrower or the third party indicated on Schedule 7.05(d) for the then current stage of Development (as identified by the dates on Schedule 7.05(d) for which such Government Approvals are reasonably projected to be required), have been duly obtained and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or such third party and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect it or such third party (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(f) The Borrower has no reason to believe reasonably believes that any material Government Approvals which have not been obtained by it the Borrower or the relevant third party as of the Closing Funding Date, but which shall be required to be obtained in the future by the Borrower or such third party for the Development, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Development for which such Government Approval would be required or and shall not contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) does not expect to satisfy on or prior to the commencement of the appropriate stage of Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to the Project. The Project, if constructed in accordance with the Construction Budget and Schedule, Schedule and otherwise Developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules, except to the extent that a failure to so conform or comply could not reasonably be expected to have a Material Adverse Effect, with respect to the Project.
(ge) The Borrower is not in violation of, or compliance in non-compliance all material respects with, any all Government Rule or Rules and Government Approval the violation of or the non-compliance with which could reasonably be expected to result in a Material Adverse Effect, with respect Approvals applicable to the ProjectBorrower.
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