Morgans’ Payments Relating to Initial Construction Completion Guaranty Costs Sample Clauses

Morgans’ Payments Relating to Initial Construction Completion Guaranty Costs. Notwithstanding Sections 15.2(a) and (b), if DLJMB delivers the written statement or notice referred to in the immediately next sentence, then Morgans hereby unconditionally and irrevocably covenants and agrees to indemnify and hold harmless the DLJMB Indemnitees from and against one hundred percent (100%) of DLJMB’s Construction Completion Guaranty Liabilities (excluding any of DLJMB’s Construction Completion Guaranty Liabilities under or in connection with Section 1.1(c) of the Construction Completion Guaranty) until such time as the aggregate amount of the Construction Completion Guaranty Liabilities (excluding any Construction Completion Guaranty Liabilities under or in connection with Section 1.1(c) of the Construction Completion Guaranty) incurred by DLJMB and Morgans under the Construction Completion Guaranty exceed Fifty Million Dollars ($50,000,000) (the “Initial Construction Completion Guaranty Costs”); provided that (a) the DLJMB Parties shall have fully funded (including for purposes of this Section 15.2(c), by posting Letters of Credit pursuant to Section 3.4(a)) all of the Required Expansion Capital required to secure debt financing for the Approved Development Budget for the Expansion Project (except to the extent that the Morgans Parties elect to fund up to their pro rata portion thereof pursuant to Section 3.4(a) or a New Equity source shall have funded a portion of the Required Expansion Capital as described in the next clause), (b) if applicable, any source of New Equity financing pursuant to Section 3.9 shall have fully funded such New Equity in connection with the Expansion Project (or if such party fails to so fund such New Equity, DLJMB or its designee has fully funded such amount), (c) the Lender shall have funded any amount required to be funded for such purposes under the Loan Agreement, and (d) any cost or liability under such Construction Completion Guaranty does not arise due to increased costs resulting from a change in the scope or budget of the Expansion Project which has been approved by the Board. Promptly upon written demand therefor from DLJMB (on behalf of itself or another DLJMB Indemnitee), and in any event not later than fifteen (15) days after the date DLJMB has delivered to Morgans a written statement or notice therefor indicating the amount due and payable by Morgans pursuant to this Section 15.2(c), and the reason for such payment, Morgans shall make payment of such amount to the applicable DLJMB Indemnitee; prov...
Sample 1
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Related to Morgans’ Payments Relating to Initial Construction Completion Guaranty Costs

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to:

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:

  • Additional Conditions Precedent No Lender has any obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:

  • Additional Conditions to Letters of Credit If the issuance of a Letter of Credit is requested, all conditions set forth in Section 2.3 shall have been satisfied.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Additional Conditions to Obligations of Seller The obligation of Seller to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:

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