CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT NO Clause Samples

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT NO. 2. The Administrative Agent shall have received, on or prior to the Amendment No. 2 Effective Date, the following, each dated on or prior to the Amendment No. 2 Effective Date unless otherwise indicated, in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (a) Certified copies of (i) the resolutions of the Board of Directors of the Borrower approving this Amendment No. 2 and each other agreement, instrument or document to be executed by it pursuant hereto or as contemplated hereby, and (ii) all documents evidencing other necessary corporate action and required governmental and third party approvals, licenses and consents with respect to this Amendment No. 2 and the transactions contemplated hereby. (b) A certificate of the Secretary or an Assistant Secretary of Borrower certifying the names and true signatures of the officers of Borrower who have been authorized to execute on behalf of Borrower this Amendment No. 2 and any other agreement, instrument or document executed or to be executed by Borrower in connection herewith. (c) A certificate dated the Amendment No. 2 Effective Date signed by the Chief Executive Officer, President or any Vice-President of Borrower, to the following effect to their best knowledge after diligent inquiry: (i) The representations and warranties of the Borrower contained in Sections 3.1, 3.2, and 3.3 of this Amendment No. 2 are true and correct on and as of such date as though made on and as of such date; (ii) No Default or Event of Default has occurred and is continuing, and no Default or Event of Default would result from the execution and delivery of this Amendment No. 2 or the other agreements, instruments and documents contemplated hereby; and (iii) The Borrower has paid or agreed to pay all amounts payable by it pursuant to the Credit Agreement as amended hereby (including, without limitation, all legal fees and expenses of Lenders’ counsel incurred in connection herewith) and any Fee Letter, to the extent then due and payable. (d) Executed $50,000,000 Revolving Credit Note payable to the order of Bank of America and the $15,000,000 Revolving Credit Note payable to the order of AmSouth in the form attached hereto as Replacement Exhibit A-1. (e) Executed Accession documents from iPayment Acquisition Sub LLC in the form attached hereto as collective Exhibit 1. (f) A favorable opinion of Messrs. W▇▇▇▇▇ L▇▇▇▇▇▇ ▇▇▇▇▇▇ & D▇▇▇▇, counsel to the Borrower, in substantially the for...

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT NO. This Amendment No. 2 shall be effective upon the date on which each of the following conditions is satisfied (or waived by Agent in writing) in the reasonable determination of Agent:

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT NO. New Borrower shall have delivered to Lender on or before the date hereof the following duly executed documents in form and substance satisfactory to Lender, delivery of which shall be a condition precedent to the effectiveness of this Amendment:

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT NO. The obligations of the Banks with respect to the Amendments as described in Section 1 above, are subject to the satisfaction of (or waiver by the Banks in their sole discretion) the following conditions precedent:

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT NO. The obligations of the Banks with respect to the amendments set forth in Section 1 above, are subject to the execution and delivery to the Agent by all of the Guarantors of the Reaffirmation of Guaranty in the form of the attached Exhibit A.