Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the following:
(a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date.
(i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true.
(c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless ...
Conditions Precedent to the Effective Date. This Agreement shall become effective on the date (the "Effective Date") on which the following conditions precedent shall have been satisfied or waived by the Bank in its sole and absolute discretion:
Conditions Precedent to the Effective Date. It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the Plan:
1. the RSA and Investment Agreement shall not have been terminated and shall remain in full force and effect;
2. entry of the Confirmation Order and no stay of the Confirmation Order shall then be in effect;
3. entry into the Amended Finance Documents (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date);
4. issuance of the New Secured Notes and the New Seadrill Common Shares (with all conditions precedent thereto having been satisfied or waived, other than the occurrence of the Effective Date);
5. the effectiveness of any other applicable Definitive Documentation, subject to the consent and approval rights set forth in the RSA;
6. the establishment and funding of the Professional Fee Escrow Account;
7. payment of the Bank CoCom and Agents’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date;
8. payment of the Commitment Parties’ reasonable and documented professional fees and expenses incurred and unpaid as of the Effective Date;
9. payment of the reasonable and documented fees and expenses incurred and unpaid as of the Effective Date of each of the members of the Committee (excluding DSME and SHI but, for the avoidance of doubt, not including the fees and expenses of professionals retained by the Committee pursuant to section 327 of the Bankruptcy Code), which amounts shall be paid from and deducted from the Unsecured Pool Cash;
10. payment of the Newbuild Settlement Cash (paid $7 million to DSME and $10 million to SHI);
11. payment of the New Commitment Party Closing Payment to the New Commitment Parties in accordance with the Investment Agreement;
12. all requisite governmental authorities and third parties will have approved or consented to the Restructuring Transactions, to the extent required; and
13. entry of an order in the Bermuda Dissolution Proceedings by the Bermuda Court recognizing the Confirmation Order .
Conditions Precedent to the Effective Date. The occurrence of the Effective Date pursuant to Section 13.10 is subject to the satisfaction of the following conditions:
Conditions Precedent to the Effective Date. The occurrence of the Effective Date pursuant to Section 13.10 and the obligation of each Lender to make Loans, and the obligation of each Issuing Lender to issue Letters of Credit, on the Effective Date, are subject at the time of the occurrence of the Effective Date to the satisfaction of the following conditions:
Conditions Precedent to the Effective Date. This Agreement shall become effective on the date (the "Effective Date") on which the following conditions shall have been satisfied:
Conditions Precedent to the Effective Date. 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 Agency.
(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 Agency.
(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 Agency.
(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 G.
(e) A certificate in a form and substance reasonably satisfactory to the Agency shall have been issued and delivered by the Lenders to the Agency 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 Agency.
(g) A certificate in a form and substance reasonably satisfactory to the Agency shall have been delivered by the Company to the Agency 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) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the Agency and shall be in full force and effect.
(i) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insuran...
Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to the following conditions:
(a) The Administrative Agent shall have received the following:
(i) this Agreement executed by each party hereto;
(ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date;
(iii) a certificate of a Responsible Officer of each Obligor, dated the date hereof and certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default;
(iv) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf;
(v) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & Jxxxxxxx L.L.P., counsel to the Obligors, (B) Cxxxxxx Dxxx & Pxxxxxx, special Bermuda counsel to WIL, and (C) with respect to any other Borrower, counsel for s...
Conditions Precedent to the Effective Date. This Effective Date shall only occur when this Agreement has been executed and delivered by each of the Parties and registered by the Authority pursuant to subsection 12(6) of the Act.
Conditions Precedent to the Effective Date. It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied on or prior to the Effective Date or waived pursuant to the provisions of Article IX.B of the Plan:
1. the Confirmation Order shall have been entered and such order shall not have been stayed, modified, or vacated on appeal;
2. the Professional Fee Escrow shall have been established and funded with Cash in accordance with Article II.B.1 of the Plan;
3. the Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been Filed with the Bankruptcy Court pursuant to the terms of the Plan and the Restructuring Support Agreements;
4. the Debtors shall have received both the PropCo Tax Letter and the REIT Opinion Letter;
5. CEC and CAC shall have consummated the transactions contemplated by the Merger Agreement, creating New CEC;
6. New CEC shall have paid the New CEC Cash Contribution to the Debtors;
7. OpCo shall have been formed and the OpCo Organizational Documents shall be effective;
8. PropCo shall have been formed and the PropCo Organizational Documents shall be effective;
9. PropCo GP shall have been formed and the PropCo GP Organizational Documents shall be effective;
10. the REIT shall have been formed and the REIT Organizational Documents shall be effective;
11. if applicable, CPLV Mezz shall have been formed and the CPLV Mezz Organizational Documents shall be effective;