Conditions Precedent to Effectiveness of Agreement. (a) This Agreement shall not be effective unless and until the date when each of the following conditions shall have been satisfied or waived in the sole discretion of the Administrative Agent:
(i) the Administrative Agent shall have received and delivered to the Borrower counterparts of this Agreement duly executed by the Borrower, NEG and each of the GenHoldings Lenders;
(ii) the Administrative Agent shall have received (x) the Project Company Acknowledgment set forth at the end hereof executed by each Project Company and (y) the Intermediate Holding Company Acknowledgement set forth at the end hereof executed by each Intermediate Holding Company;
(iii) to the extent requested by the Administrative Agent, the Borrower shall have (x) terminated, or shall have caused the termination of, outstanding agreements between the Project Companies and PGET, on mutually agreeable terms and conditions and (y) agreed to cooperate in a transition to a third-party power purchaser;
(iv) the Administrative Agent shall have received in cash, all accrued fees of the Administrative Agent's legal counsel, advisors and professionals (limited to Luskin, Xxxxx & Xxxxxx LLP, Xxxxxx & Xxxxxxx, Xxxxxxxx & Xxxxxxxx, one local real estate counsel in each of Arizona, Michigan and Massachusetts, FTI Consulting, PA Consulting Group, X.X. Xxxx, Pace Energy Consulting Group LLC, and The Blackstone Group L.P. (other than any success fee));
(v) the Administrative Agent shall have received in cash, (x) for the account of the Tranche A Lenders, interest (as otherwise required under the Credit Agreement) for the period from the date hereof through December 24, 2002 on the Maximum Tranche A Construction Loan Amount and (y) for the account of the Tranche A Banks, Letter of Credit Fees (as calculated under Section 2.4.4 of the Credit Agreement) in advance on the Maximum Primary LC Amount (provided that such Letter of Credit Fees shall be deposited with the Security Agent in accordance with Section 11(b) hereof);
(vi) the Administrative Agent shall have received in cash for its own account, the fee set forth in the Fee Letter dated the date hereof, between the Borrower and the Administrative Agent;
(vii) the Administrative Agent shall have received a revised Borrower Budget, revised Project Budgets (for each Project Company) and revised Annual Operating Budgets (for each Project Company) all in form and substance acceptable to the Administrative Agent and the GenHoldings Lenders (in their sole dis...
Conditions Precedent to Effectiveness of Agreement. The obligation of the Lenders to undertake the Commitments, and the effectiveness of this Agreement are subject to the prior or contemporaneous fulfillment of each of the following conditions:
(a) The Administrative Agent and the Lenders shall have received each of the following:
(i) the loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as EXHIBIT N, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Certificate of Incorporation and By-laws of the Borrower as in effect on the Agreement Date, (B) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for the state of incorporation of the Borrower and for each state in which the Borrower is required to qualify to do business, (C) a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of the Borrower;
(ii) loan certificates of each Subsidiary of the Borrower dated as of the Agreement Date and in substantially the form of EXHIBIT O attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Subsidiary, together with the following items: (A) a true, complete and correct copy of the Certificate/Articles of Incorporation and By-Laws of such Subsidiary as in effect on the Agreement Date, (B) certificates of good standing for such Subsidiary issued by the Secretary of State or similar state official for the state of incorporation of such Subsidiary and for each state in which such Subsidiary is required to qualify to do business, (C) a true, complete and correct copy of the corporate resolutions of such Subsidiary authorizing such Subsidiary to execute, deliver and perform such Loan Documents to which it is a party, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the Capital Stock or membership interests of such Subsidiary;
(iii) duly executed Notes;
(iv) duly executed Security Documents;
(v) copies of insurance binders or certificates covering the assets of the Borrower and its Subsidiaries, and otherwise ...
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement and the obligations of the Lender to make the initial extension of credit hereunder are subject to the following conditions precedent:
Conditions Precedent to Effectiveness of Agreement. This Agreement shall become effective upon the date (the "EFFECTIVE DATE") each of the following conditions have been satisfied:
Conditions Precedent to Effectiveness of Agreement. The obligation of the Lenders to undertake the Commitments and the effectiveness of this Agreement are subject to the prior or contemporaneous fulfillment of each of the following conditions:
(a) The Administrative Agent and the Lenders shall have received each of the following:
(i) this Agreement duly executed;
(ii) duly executed Notes;
(iii) duly executed Borrower Pledge Agreement;
(iv) duly executed Borrower Security Agreement, together with duly executed appropriate Uniform Commercial Code financing statement forms to the extent requested by the Administrative Agent;
(v) duly executed Subsidiary Guaranties;
(vi) duly executed Subsidiary Pledge Agreements;
(vii) duly executed (A) Assignments of General Partner Interests and (B) Assignments of Limited Partner Interests, each together with duly executed appropriate Uniform Commercial Code financing statement forms to the extent requested by the Administrative Agent;
(viii) duly executed Subsidiary Security Agreements, together with duly executed appropriate Uniform Commercial Code financing statement forms to the extent requested by the Administrative Agent;
(ix) duly executed Mortgages, or confirmations thereof, with respect to the Real Property of the Borrower and its Subsidiaries, including, without limitation, the Real Property acquired in the Texas Acquisition, together with duly executed appropriate Uniform Commercial Code financing statement forms, appropriate surveys and title insurance to the extent requested by the Administrative Agent;
(x) the loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit K-1, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Articles of Incorporation of the Borrower as in effect on the Agreement Date, (B) a true, complete and correct copy of the By-laws of the Borrower as in effect on the Agreement Date, (C) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for the state of incorporation of the Borrower and for each state in which the Borrower is required to qualify to do business, (D) a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents and (E) a true, complete and correct copy of any shareholders' agr...
Conditions Precedent to Effectiveness of Agreement. Each of the following is a condition precedent to the effectiveness of this Agreement:
(a) all requisite corporate action and proceedings in connection with this Agreement and the other matters related hereto shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority;
(b) Agent shall have received, in form and substance satisfactory to Agent, (i) projected monthly consolidated balance sheets, income statements, statements of cash flows and availability of Borrowers and Guarantors for the period through the end of the fiscal year of Borrowers and Guarantors ending January 31, 2015, (ii) projected annual consolidated balance sheets, income statements, statements of cash flows and availability of Borrowers and Guarantors for the period through the end of the fiscal year of Borrowers and Guarantors ending January 28, 2017, in each case as to the projections described in the foregoing clauses (i) and (ii) with the assumptions set forth in all of such projections in form and substance reasonably satisfactory to Agent, and an opening pro forma balance sheet for Borrowers and Guarantors, (iii) any updates to the projections described in clauses (i) and (ii), in each case in form and substance reasonably satisfactory to Agent and (iv) copies of interim unaudited consolidated financial statements for each quarter and month since the last audited consolidated financial statements of Borrowers and Guarantors;
(c) no material adverse change shall have occurred in the assets or business of Borrowers since February 1, 2014 and no change or event shall have occurred which would impair the ability of any Borrower or Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent or any Lender to enforce the Obligations or realize upon the Collateral;
(d) on the date hereof after giving effect to the transactions contemplated by this Agreement, Compliance Excess Availability as determined by Agent, shall be not less than $35,000,000,
(e) lien and tax lien search results for the location of each Borrower and Guarantor (determined in accordance with the Uniform Commercial Code of the applicable juri...
Conditions Precedent to Effectiveness of Agreement. This agreement shall not be effective unless and until; (a) the Group receives any required approvals for the application from the Commissioner; (b) the Member is in good standing of a bona fide industry, trade or professional organization designated by the Board of Trustees of the Group, if any; and (c) the Member’s application is approved by either the Board of Trustees of the Group or the Administrator consistent with the selection criteria adopted by the Board of Trustees of the Group; provided, however, if a prospective member does not meet the selection criteria adopted by the Board of Trustees of the Group, then a prospective member’s application must be approved by the Board of Trustees.
Conditions Precedent to Effectiveness of Agreement. The Borrowers understand that this Agreement shall not be effective and Lender shall have no obligation to forebear exercising any rights or remedies under the Credit Documents unless and until each of the following conditions precedent (the "Conditions") have been satisfied on or before the commencement of the Forbearance Period:
(a) Each Borrower shall have executed and delivered to Lender certified resolutions of its directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated thereof; (b) Continental Global, N.E.S. Investment Co., and CFSC Wayland Advisors, Inc. shall have entered into and delivered to Lender a copy of the Global Forbearance Agreement; (c) neither the Trustee under, nor holders of 25% or more of the Series A and Series B Notes issued by Continental Global under the Indenture, shall have declared the Series A and Series B Notes and/or any Liquidated Damages to be due and payable; and (d) the Borrowers shall have paid Lender the Initial Forbearance Payment due under Section 8and all other amounts owing under Section 9 The parties hereby agree that in the event the Forbearance Period commences and any Conditions have not yet been satisfied, then until the Borrowers satisfy such Conditions, the Borrowers shall be deemed to be in Default hereunder and Lender shall be entitled to exercise any of its rights and remedies hereunder.
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Administrative Agent:
a. Administrative Agent shall have received this Agreement duly executed by the Borrower and Guarantors.
b. After giving effect to the terms of this Agreement, the representations and warranties contained herein and in the Loan Agreement and the other Basic Documents shall be true and correct in all material respects (except for such representations and warranties already qualified by materiality which shall be true and correct in all respects) on and as of the Effective Date (except to the extent they expressly relate to an earlier time); and no Default or Event of Default shall have occurred and be continuing.
c. Borrower shall have paid to Administrative Agent, on behalf of itself and Lenders, all reasonable and documented fees, costs and expenses due and owing to Administrative Agent, Lenders and any of their Affiliates as of the date hereof under the Loan Agreement. All fees, costs, expenses and other amounts payable hereunder shall be non-refundable and fully earned upon Administrative Agent’s receipt of such fees, costs, expenses or amounts.
Conditions Precedent to Effectiveness of Agreement. The obligation of the Lenders to undertake the Commitments and make the Term D Loan on the Restatement Effective Date and the effectiveness of this Agreement are subject to the prior or contemporaneous fulfillment of each conditions set forth in the Restatement Agreement to which this Agreement is attached.
