Material Transaction Documents Sample Clauses

Material Transaction Documents. Borrower shall have Made Available to Lender fully executed copies of each of the Transaction Documents listed on Schedule 3.1(e) attached hereto and applicable to the applicable Additional Advance Date, each of which shall be certified by Borrower that (i) such copy is a true and complete copy of such document (including all schedules, exhibits, attachments, supplements and amendments thereto and any related side letters), (ii) such document has been duly executed and delivered by (A) the Project Company and each Affiliate of the Project Company, as applicable, and (B) to Borrower’s Knowledge, each other party thereto, (iii) to Borrower’s Knowledge, such document is in full force and effect, and no party to such document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder, and (iv) there has been no material change to any such document from the forms of such document most recently Made Available to Lender prior to the applicable Advance Date that was not previously approved by Lender as provided in the next sentence. Borrower may seek Lender’s consent to any material changes to the Material Transaction Documents prior to the applicable Additional Advance Date, which consent shall not be unreasonably withheld, conditioned or delayed. Upon obtaining such consent, Borrower shall not be required to reference the applicable change to the Material Transaction Document(s) in its certification set forth in clause (iv) of this Section 3.2(b). The EPC Contract for the Project with Xxxxxxx Power Corporation or an Affiliate thereof shall be in full force and effect.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Material Transaction Documents. (i) The Borrower or any Subsidiary shall fail to perform its obligations under any of the Material Transaction Documents, which failure could reasonably be expected to have a Material Adverse Effect, and such failure continues for thirty (30) days after the earlier of (A) the Borrower or such Subsidiary becoming aware of such failure or (B) receipt by the Borrower or such Subsidiary of notice from the Administrative Agent or any Lender of such failure; provided, that if the Borrower or such Subsidiary is proceeding with diligence and good faith to cure such default and such default is susceptible to cure and the extension of such cure period could not reasonably be expected to have a Material Adverse Effect, such thirty (30)-day period shall be extended as may be necessary to cure such failure, such extended period not to exceed ninety (90) days in the aggregate (inclusive of the original thirty (30)-day period); or (ii) Any counterparty to a Material Transaction Document (other than the Borrower or any Subsidiary) shall terminate or breach its material obligations under such Material Transaction Document, in each case which failure or termination could reasonably be expected to have a Material Adverse Effect, and such Material Transaction Document is not replaced with a Material Transaction Document substantially similar (or more favorable to the Borrower or its Subsidiary than such document being replaced) thereto within one-hundred and eighty (180) days; provided, that if the Borrower or such Subsidiary is proceeding with diligence and good faith to replace such Material Transaction Document, such contract is reasonably expected to be replaceable and the extension of such cure period could not reasonably be expected to have a Material Adverse Effect, such one-hundred and eighty (180)-day period shall be extended as may be necessary to replace such Material Transaction Document, such extended period not to exceed two-hundred and seventy (270) days in the aggregate (inclusive of the original one-hundred and eighty (180)-day period).
Sample 1Sample 2
Material Transaction Documents. None of the Material Transaction Documents (including the Acquisition Agreement) shall have been amended, supplemented, waived or otherwise modified in any material respect after the date of the Commitment Letter without the prior written consent of the Agents (which consent shall not be unreasonably withheld). The Agents shall have received (with copies for each Lender that has expressly requested copies thereof) fully executed copies of each of the Material Transaction Documents, certified to be true and complete copies thereof by an Authorized Officer of Holdings. The Material Transaction Documents shall be in full force and effect as of the Tender Offer Closing Date and the parties thereto shall be in full compliance therewith in all material respects.
Sample 1Sample 2
Material Transaction Documents. The Merger Agreement shall not have been amended, supplemented, waived or otherwise modified in any material respect after the date of the Commitment Letter without the prior written consent of the Approval Lenders (which consent shall not be unreasonably withheld). The U.S. Administrative Agent shall have received (with copies for each Lender that has expressly requested copies thereof) fully executed copies of each of the Material Transaction Documents, certified to be true and complete copies thereof by an Authorized Signatory of the U.S. Borrower and in form and substance reasonably satisfactory to the Approval Lenders. The Material Transaction Documents shall be in full force and effect as of the Closing Date and the parties thereto shall be in full compliance therewith in all material respects.
Sample 1
Material Transaction Documents. (i) The Borrower or any Subsidiary shall fail to perform its obligations under any of the Material Transaction Documents, which failure could reasonably be expected to have a Material Adverse Effect, and such failure continues for thirty (30) days after the earlier of (A) the Borrower or such Subsidiary becoming aware of such failure or
Sample 1

Related to Material Transaction Documents

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Transaction Documents This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Priveco, will have been executed and delivered by Pubco.

  • Amendments to Transaction Documents Without the consent of the Agent, amend, modify or otherwise change any of the terms or provisions of any Transaction Document other than (i) supplements identifying Solar Loans to be transferred in connection with each transfer of Solar Loans and the related Solar Assets from time to time in accordance with the Sale and Contribution Agreement or this Agreement, (ii) amendments, supplements or other changes in accordance with the terms of the applicable Transaction Document, and (iii) amendments, supplements or other changes with respect to exhibits and schedules to any Transaction Document that would not reasonably be expected to have a material adverse effect on the value, enforceability, or collectability of the Collateral or adversely affect Collections.

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Authorization Documents For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

  • Organization Documents The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!