Conditions to Effectiveness Sample Clauses

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “First Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Borrower, (b) the Facility Guarantors and (c) the Required Lenders (including, in any event, each Extended Term Loan Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the First Amendment Effective Date and the transactions contemplated hereby of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each Facility Guarantor certified by its secretary or assistant secretary as of the First Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrower and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrower and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrower and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Borrower on or before the First Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been ...

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent: (a) The Bank shall have received duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.

Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably reque...

Conditions to Effectiveness. 4.1 This Amendment shall become effective upon satisfaction of the following conditions precedent (the date of satisfaction of all such conditions being referred to herein as the Amendment Effective Date): (a) the Obligors delivering to the Lender an electronic or facsimile executed copy (with subsequent delivery of originally executed copies) of this Amendment; (b) the Obligors delivering to the Lender an electronic or facsimile executed copy (with subsequent delivery of originally executed copies) of a certificate, in form and substance satisfactory to the Lender, from a knowledgeable senior officer of each Obligor certifying in such person’s official capacity (and not in an individual capacity and without personal liability) that, inter alia, immediately after, the Amendment Effective Date, (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties in the Finance Documents are true and correct in all respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct in all respects as of such earlier date, and (iii) the Obligors on a consolidated basis are in pro forma compliance with the financial covenants set forth in Section 20 of the Facility Agreement (with calculations attached thereto); (c) the Obligors delivering to the Lender an electronic or facsimile executed copy (with subsequent delivery of two originally executed copies) of a bring down officer’s certificate from each Obligor, in form and substance, and on terms and conditions, satisfactory to the Lender, and confirming certain matters of fact, to which are attached true and complete copies of their respective certified constitutive documents, operating agreements, certificates of incumbency (or satisfactory confirmation that no changes have been made to such instruments since the most recent delivery of such instruments to the Lender) and resolutions adopted on or prior to the Amendment Effective Date and approving the terms hereof; (d) the Borrower delivering to the Security Agent updated UCC, PPSA and other searches and other evidence reasonably satisfactory to the Security Agent that the Transaction Security is the only Security over any of its assets, except Permitted Security; (e) the Obligors delivering to the Lender a certificate of status or good standing (or other equivalent) for the jurisdiction of incorporation of each Obligor; (f) the Obligors d...

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):

Conditions to Effectiveness. Agent, Collateral Agent or any Lender shall have no obligation to take, fulfill, or perform any action hereunder, until each of the following conditions have been satisfied to Agent's and each Lender's complete satisfaction (the "Effective Date"); provided that the Effective Date shall occur within two (2) days of July 15, 1999 : (1) the Loan Documents set forth in the Schedule of Documents shall have been duly executed and delivered by all the appropriate parties to Agent; (2) Agent shall have received evidence satisfactory to Agent and each Lender that Borrower has obtained all consents and acknowledgments of all Persons and Governmental Authorities whose consents or acknowledgments may be required pursuant to the terms of, or prior to the execution and delivery of, this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and such consents or acknowledgments have not been rescinded and remain in full force and effect; (3) Agent shall have received evidence satisfactory to Agent and each Lender of payment by Borrower of the Effective Date Closing Fee and all other fees, costs, and expenses (including, but not limited to, traveling expenses and fees of counsel to Agent and the Lenders presented as of the Effective Date) to the extent then due and payable as of the Effective Date; provided, however, that nothing contained in this Section 2.1 shall relieve Borrower from its obligation under this Agreement to pay for Fees and all other fees (including, but not limited to, fees of counsel to Agent and the Lenders), costs and expenses arising or invoiced after the Effective Date; (4) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby and which, in each Lender's sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any other Loan Document; (5) since the date of Borrower's most recent annual audited financial statements delivered to Agent and the Lenders prior to the Effective Date, no event has occurred which has had, or could reasonably be expected to have, a Material Adverse Effect; (6) the Credit Parties' re...

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the “Effective Date”):