This Agreement shall be effective and the Parties shall be bound by all its terms and conditions on the date (the "Effective Date") when the following conditions have been fully satisfied or waived by the Parties and a written notice to such effect has been jointly signed by them:
(a) Each of the Project Agreements shall have been duly signed by the parties thereto, shall be in full force and effect, and all conditions precedent to the effectiveness of each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the LGU.
(b) Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the LGU.
(c) True and correct copies of the articles of incorporation and by-laws (including all amendments thereto) of the Company, certified by its corporate secretary and the SEC, shall have been delivered to the LGU.
(d) All Consents that are required to have been obtained in connection with the execution, delivery, exercise of rights, and commencement of performance of this Agreement shall have been obtained and continue to be in full force and effect, including but not limited to, the Consents listed on Schedule H (Consents).
(e) A certificate in a form and substance reasonably satisfactory to the LGU shall have been issued and delivered by the Lenders to the LGU confirming that the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied.
(f) True and complete printed and electronic copies of the Financial Model certified by the Lenders as part of the requirements to satisfy the condition described in Section 2.1(e) shall have been submitted to the LGU.
(g) A certificate in a form and substance reasonably satisfactory to the LGU shall have been delivered by the Company to the LGU either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company.
(h) A true and complete copy, certified by the corporate secretary of the Company, of the unconditional notice to proceed issued by the Company to the EPC Contractor authorizing and directing the EPC Contractor to start work under the EPC Contract.
(i) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the LGU and shall be in full force and effect.
(j) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insurance needed to be in force as of the Effective Date shall have been delivered to the LGU in line with Section 10.2 and Schedule E (Insurance).
(k) The representations and warranties of the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the LGU shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company.
(l) The LGU shall have received a legal opinion from the Company's external legal counsel, in a form and substance reasonably acceptable to the LGU, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements.
(m) The Company has paid the LGU the amount of [•] as reimbursement for the professional fees of the LGU's Project transaction advisors.
(n) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect.
(o) Certified true copies of resolutions adopted by the governing board of the LGU authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company.
(p) The LGU shall have obtained all land rights and rights-of-way in respect of the Site in such form and substance sufficient to build and operate the Facilities and complete the Project, and shall have legal, peaceful and unencumbered use and possession of and access to the Site.
(q) The representations and warranties of the LGU contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the LGU.
(r) The LGU shall submit to the Company a legal opinion from the LGU's chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the LGU under the laws of the Philippines and the validity and enforceability of this Agreement.