Non-Satisfaction of Conditions; Direct Payment by Disbursement Agent Sample Clauses

Non-Satisfaction of Conditions; Direct Payment by Disbursement Agent. In the event that any of the conditions of Section 4.1.2 described above has not been satisfied or waived by the Agent or Disbursement Agent in respect of any Disbursement Request , and so long as such conditions are not satisfied or waived by the Agent or the Disbursement Agent (for the purposes of which determination the Agent and Disbursement Agent shall in all cases be entitled to rely solely upon the certificates and attachments thereto provided to the Agent or the Disbursement Agent in accordance with the terms of this Agreement), the Disbursement Agent shall not disburse or cause to be disbursed any funds from the Loan Proceeds Account pursuant to a Disbursement Request; provided, however, that, if an Event of Default has occurred and is continuing, the Disbursement Agent shall, to the extent instructed by the Agent in its reasonable judgment (acting in consultation with the Construction Consultant) and irrespective of whether the Borrower has submitted a Disbursement Request, make or cause to be made at any time payments from amounts credited to the Loan Proceeds Account or the Company Account for amounts due to Contractors, the Construction Consultant or otherwise in respect of Project Costs (including without limitation Retainage Amounts then due and payments in settlement of any Disputed Amounts) or to reasonably prevent the condition of a Project from deteriorating or to preserve any work completed.
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Non-Satisfaction of Conditions; Direct Payment by Disbursement Agent. Notwithstanding anything to the contrary in this Agreement, in the event that any of the conditions of Section 4.1.2 described above have been satisfied or waived by the Administrative Agent in respect of only a portion of the costs, expenses or reimbursements requested pursuant thereto, instead of all of a Disbursement Request, then such Disbursement shall be approved by the Administrative Agent but only with respect to those costs, expenses and reimbursements for which all the conditions of Section 4.1.2 described above have been satisfied or waived by the Administrative Agent. In the event that any of the conditions of Section 4.1.2 described above has not been satisfied or waived by the Administrative Agent in respect of any Disbursement Request, and so long as such conditions are not satisfied or waived by the Administrative Agent (for the purposes of which determination the Administrative Agent shall in all cases be entitled to rely upon the certificates and attachments thereto provided to the Administrative Agent in accordance with the terms of this Agreement), the Disbursement Agent shall, in accordance with the notice from the Administrative Agent received pursuant to Section 4.1.2, not disburse or cause to be disbursed any funds from the Supplemental Company Account or the Loan Proceeds Account, as the case may be, pursuant to a Disbursement Request; provided, however, that, if an Event of Default has occurred and is continuing, the Disbursement Agent shall, to the extent instructed by the Administrative Agent in its reasonable judgment (acting in consultation with the Construction Consultant) and irrespective of whether the Borrower has submitted a Disbursement Request, make or cause to be made at any time payments from amounts credited to the Supplemental Company Account or the Loan Proceeds Account for amounts due to any Materials Contractor/Subcontractor, the Construction Consultant or otherwise in respect of Project Costs (including without limitation Retainage Amounts then due and payments in settlement of any Disputed Amounts) or to reasonably prevent the condition of the Property from deteriorating or to preserve any work completed.
Sample 1
Non-Satisfaction of Conditions; Direct Payment by Disbursement Agent. In the event that any of the conditions of Section 4.1.2 described above has not been satisfied or waived by the Administrative Agents in respect of any Disbursement Request and so long as such conditions are not satisfied or waived by the Administrative Agents (for the purposes of which determination the Disbursement Agent shall in all cases be entitled to rely solely upon the certificates and attachments thereto provided to the Disbursement Agent in accordance with the terms of this Agreement), the Disbursement Agent shall not disburse or cause to be disbursed any funds from the Company Funds Account pursuant to a Disbursement Request; provided, however, that, if an Event of Default has occurred and is continuing, the Disbursement Agent shall, to the extent instructed by the Administrative Agents in its reasonable judgment (acting in consultation with the Construction Consultant) and irrespective of whether the Borrower has submitted a Disbursement Request, make or cause to be made at any time payments from amounts credited to the Company Funds Account for Project Completion Costs.
Sample 1
Non-Satisfaction of Conditions; Direct Payment by Disbursement Agent. In the event that any of the conditions of Section 4.1.2 described above has not been satisfied in respect of any Disbursement Request and for so long as such conditions are not satisfied (for the purposes of which determination the Disbursement Agent shall in all cases be entitled to rely solely upon the certificates and attachments thereto provided to the Disbursement Agent in accordance with the terms of this Agreement), the Disbursement Agent shall not instruct the Account Bank to disburse any funds from the Holding Accounts pursuant to a Disbursement Request, except as provided in Section 3.2 or 4.3, and unless otherwise instructed by the Administrative Agent.
Sample 1

Related to Non-Satisfaction of Conditions; Direct Payment by Disbursement Agent

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Release Condition Notwithstanding anything to the contrary herein, no Severance Payments shall be due or made to Employee hereunder unless (i) Employee shall have executed and delivered a general release in favor of Employer and its affiliates, (which release shall be submitted to Employee for his review by the date of Employee’s termination of employment (or shortly thereafter), be substantially in the form of the Separation Agreement and Release attached hereto as Exhibit A and otherwise be satisfactory to Employer) and (ii) the Release Effective Date shall have occurred on or before the thirty-sixth (36th) day following the date employment terminates. The “Release Effective Date” shall be the date the general release becomes effective and irrevocable.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Conditions to Obligation to Close (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions Precedent to the Obligation of the Purchaser to Close The obligation hereunder of the Purchaser to perform its obligations under this Agreement and to purchase the Shares is subject to the satisfaction or waiver, at or before the Initial Closing, of each of the conditions set forth below. These conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion.

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