Conditions Precedent to the Effectiveness of this Amendment Sample Clauses
Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:
Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date on which each of the following conditions precedent shall have been satisfied (the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”):
(a) the Administrative Agent shall have received this Amendment, duly executed by each of the Borrower, the Guarantors and the Lenders;
(b) the Administrative Agent shall have received a Reaffirmation and Confirmation Agreement, duly executed by each of the Borrower, the Guarantors and the Administrative Agent;
(c) the representations and warranties set forth in Article III of the Credit Agreement are and will be true and correct in all material respects on and as of the Third Amendment Effective Date, to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(d) as of the Third Amendment Effective Date, no Event of Default or Default shall have occurred and be continuing;
(e) the Borrower shall have paid all fees and expenses payable to the Lenders and the Administrative Agent hereunder or under any other Loan Document, including as set forth in Section 5 hereof;
(f) the Borrower shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment; and
(g) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel for the Loan Parties, and of Xxxxxx & Xxxxxxx, LLP, special Oklahoma counsel for the Loan Parties.
Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment shall be expressly subject to the following conditions precedent:
Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date on which each of the following conditions precedent shall have been satisfied (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):
(a) the Administrative Agent shall have received this Amendment, duly executed by each of the Borrower, the Guarantors and the Required Lenders;
(b) the representations and warranties set forth in Article III of the Credit Agreement are and will be true and correct in all material respects on and as of the First Amendment Effective Date, to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(c) as of the First Amendment Effective Date, no Event of Default or Default shall have occurred and be continuing; and
(d) the Borrower shall have paid (i) an amendment fee in an amount equal to 0.125% of the Commitments of each Lender that has consented to this Amendment prior to the deadline for submission of signature pages specified by the Administrative Agent and (ii) all fees and expenses payable to the Lenders and the Administrative Agent hereunder or under any other Loan Document, including as set forth in Section 4 hereof.
Conditions Precedent to the Effectiveness of this Amendment. This Agreement shall become effective as of the date first written above (the “Amendment and Restatement Date”), and the obligations of the Lenders under the Amended and Restated Credit Agreement shall be subject to, satisfaction or waiver of each of the conditions precedent set forth in this Section 4 hereof.
Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date when, and only when, the following conditions precedent have been satisfied (such date, the “Amendment No. 2 Effective Date”):
(a) The Administrative Agent shall have received counterparts of this Amendment duly executed by (1) the Borrower, (2) Holdings, (3) the Administrative Agent, (4) each Consenting Lender and (5) each Additional Lender.
(b) The Administrative Agent shall have received payment of all unpaid fees and expenses owing in connection with this Amendment, including, without limitation, (i) an upfront fee for the account of each Consenting Lender equal to 0.15% of the aggregate principal amount of such Consenting Lender’s Revolving Credit Commitments immediately prior to the Amendment No. 2 Effective Date (for the avoidance of doubt, without giving effect to any Additional Revolving Credit Commitments), (ii) an upfront fee for the account of each Additional Lender equal to 0.25% of the aggregate principal amount of such Additional Lender’s Additional Revolving Credit Commitment as of the Amendment No. 2 Effective Date, (iii) the reasonable and documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Administrative Agent and (iv) the fees set forth in the engagement letter, dated as of November 28, 2018, between the Administrative Agent and the Borrower.
(c) Immediately prior to and immediately after the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.
(d) The representations and warranties of the Borrower contained in Section 4 hereof shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
(e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (c) and (d) of this Section 3.
(f) The Administrative Agent shall have received a legal opinion of Xxx...
Conditions Precedent to the Effectiveness of this Amendment. The ----------------------------------------------------------- effectiveness of this Amendment is subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions:
a. Foothill shall have received an amendment fee of Fifty Thousand Dollars ($50,000), which fee is earned in full by Foothill, due and payable by Borrower to Foothill concurrently with the execution and delivery of this Amendment by Borrower, and non-refundable when paid;
b. Foothill shall have received the reaffirmation and consent attached hereto as Exhibit A, duly executed by each Guarantor, and such document --------- shall be in full force and effect;
c. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);
d. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein;
e. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority against Borrower, FRI-MRD, any Guarantor, Foothill, or any of their Affiliates; and
f. No material adverse change shall have occurred in the financial condition of Borrower, FRI-MRD, any Guarantor, or in the value of the Collateral.
Conditions Precedent to the Effectiveness of this Amendment. (a) This Amendment shall become effective when, and only when, each of the following conditions precedent shall have been satisfied (the "Amendment Effective Date"):
Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date when, and only when, the following conditions precedent have been satisfied:
(a) The Administrative Agent shall have received counterparts of this Amendment duly executed by (1) the Borrower, (2) each Guarantor, (3) the Administrative Agent, (4) the Lenders, including the Exiting Lender, (5) the Incremental Lenders (including, for the avoidance of doubt, the New Lender), (6) the L/C Issuer and (7) the Swing Line Lender.
(b) The Administrative Agent shall have received (A) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 9 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Amendment No. 6 Effective Date (as defined in the Term Loan Credit Agreement), and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 9 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Amendment No. 6 Effective Date (as defined in the Term Loan Credit Agreement) and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of this Amendment and the Loan Documents to be executed in connection herewith to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (II) as to the incumbency and specimen signature of each officer executing this Amendment or any Loan Document to be executed in connection herewith on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (B) or in the alternati...
Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Section 2 of this Amendment is conditioned upon, and such provisions shall not be effective until, satisfaction of the following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”):
(a) The Administrative Agent shall have received, on behalf of the Lenders, this Amendment, duly executed and delivered by the Borrower, the Administrative Agent and the Required Lenders.
(b) The representations and warranties set forth in Section 4 of this Amendment shall be true and correct as of the Amendment Effective Date.
(c) No Default or Event of Default shall have occurred and be continuing on the date of the Amendment Effective Date or after giving effect to this Amendment.