Conditions to Effectiveness Sample Clauses

Conditions to Effectiveness. This Incremental Amendment shall become effective upon the satisfaction of the conditions set forth below: (a) there shall exist no Default both immediately before and after giving effect to this Incremental Amendment; (b) the Administrative Agent shall have received a counterpart signature page to this Incremental Amendment, duly executed and delivered by the Borrower, the Administrative Agent, each Guarantor, the owners of the Capital Stock of the Borrower (the “Pledgors”), the Revolving Credit Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and the Term B-2 Lenders; (c) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, the Nexstar Swing Line Lender and the Nexstar L/C Issuer, an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower, the other Mission Entities and the Nexstar Entities, addressed to the Nexstar L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders and permitted to be relied upon by any persons who become Lenders pursuant to this Incremental Amendment, in form and substance reasonably satisfactory to the Administrative Agent and customary for senior secured credit facilities in transactions of this kind (including a customary no conflicts opinion consistent with that provided pursuant to Section 4.01(g)), (d) the Administrative Agent shall have received (x) certificates of good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Incremental Amendment, (y) a certificate of a Responsible Officer of the Borrower certifying (A) as to compliance with clauses (i) through (iii) of the proviso to Section 2.14(a) of the Credit Agreement and (B) attaching the resolutions adopted by the Borrower approving or consenting to the Incremental Amendment and (z) a certificate of a Responsible Officer of the Borrower designating the Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (e) the Administrative Agent shall have received an amended and restated Revolver Reallocation Letter duly executed by the Consen...

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. This Amendment shall become effective upon the Administrative Agent receiving: (i) a counterpart signature page of this Amendment duly executed by the Loan Parties, each L/C Issuer and the Required Lenders and the acknowledgement of this Amendment by the Administrative Agent; (ii) evidence that the Borrower and its Subsidiaries shall have (A) repaid in full all Indebtedness under the Existing Second Lien Credit Agreement, (B) terminated any commitments to lend or make other extensions of credit thereunder, and (C) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of the Borrower and its Subsidiaries thereunder being repaid on the Amendment No. 9 Date; (iii) evidence that the Borrower and its Subsidiaries shall have (i) repaid in full all Indebtedness under the Existing Margin Loan Agreement, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of the Borrower and its Subsidiaries and other obligors thereunder being repaid on the Closing Date;

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. (a) The effectiveness of Section 2(a) of this Amendment shall be subject to the satisfaction of each of the following conditions precedent (the date of such satisfaction being referred to as the "Second Amendment Effective Date"): (1) This Amendment shall have been executed by the Agent and each of the Majority Banks. (2) The Bridge Loan Facility shall have been executed by the Company, the Agent and all lenders party thereto and shall have become effective in accordance with its terms. (3) On the Second Amendment Effective Date, (i) after giving effect to Section 2(a) hereof, the representations and warranties contained in Section 3 hereof shall be true and correct in all material respects as of such date, as though made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date); (ii) after giving effect to Section 2(a) hereof, no Default or Event of Default shall then exist; and (iii) the Company shall deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Company confirming the foregoing. (4) The terms of the Innoveda Acquisition shall be reasonably satisfactory in all material respects to the Agent and the Majority Banks. (5) The Company shall have paid to the Agent a non-refundable amendment fee for the benefit of each Bank that executes this Amendment by the close of business on April 16, 2002 in an amount equal to 0.25% of each such Bank's Commitment, and any other fees referenced in Section 7(g) hereof (to the extent invoiced) of this Amendment. (6) For purposes of determining compliance with the conditions specified in this Section 4(a), each Bank that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank. (b) The effectiveness of Section 2(b) of this Amendment shall be subject to the satisfaction of each of the following conditions precedent (the date of such satisfaction being referred to as the "Bridge Funding Effective Date"): (1) The initial Borrowing Date (as defined in the Bridge Loan Facility) shall have occurred. (2) The Company shall have acquired and/or have tendered to it and/or have pledged to it under a binding shareholder agreement mor...

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

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. This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) if any Lender’s share of the allocated Borrowing Base in effect on the Effective Date after giving effect to the increase set forth in Section 5 above and the reallocation set forth in Section 2 above (such Lender’s “New Allocation”) shall be greater than such Lender’s share of the allocated Borrowing Base in effect immediately prior to the increase set forth in Section 5 above and the reallocation set forth in Section 2 above (such Lender’s “Existing Allocation”), the Borrower shall pay to the Administrative Agent, for the account of such Lender, a fee equal to 0.45% of the difference between (i) such Lender’s New Allocation and (ii) such Lender’s Existing Allocation. (d) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

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”):