Conditions to Effectiveness Sample Clauses

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 when, and only when, the Administrative Agent shall have received fully executed originals, each in form and substance satisfactory to the Administrative Agent, of each of the following: (i) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of ▇▇▇▇▇ Fargo; (vi) the Swing Line Loan Note in favor of ▇▇▇▇▇ Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to ▇▇▇▇▇ Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received payment of all fees and other amounts required pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 3 hereof.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 8 Effective Date”) on which each of the following conditions is satisfied: A. the Administrative Agent shall have received a counterpart signature page of this Agreement, executed and delivered by (i) the Borrower, (ii) each other Loan Party, (iii) the Administrative Agent and (iv) the Amendment No. 8 Incremental Term Lender and each Revolving Credit Lender; B. the Administrative Agent (or its counsel) shall have received a legal opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the Loan Parties; C. the Administrative Agent (or its counsel) shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Amendment No. 8 Incremental Term Loans) substantially in the form attached as Exhibit E-2 to the Credit Agreement; D. the Administrative Agent (or its counsel) shall have received such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other action (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of a Responsible Officer 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 Amendment; E. the Borrower shall have paid all fees and expenses due to the Amendment No. 8 Lead Arrangers and the Amendment No. 8 Co-Manager and their respective Affiliates (including, if applicable, as an Amendment No. 8 Incremental Term Lender or New Term Lender) required to be paid on the Amendment No. 8 Effective Date, and (in the case of expenses) invoiced at least three Business Days before the Amendment No. 8 Effective Date (except as otherwise reasonably agreed by the Borrower); F. the Borrower shall have delivered to the Administrative Agent, the New Term Lenders and the Amendment No. 8 Incremental Term Lender a certificate of a Responsible Officer, dated the date of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, certifying as of Amendment No. 8 Effective Date to the representations and w...

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

Conditions to Effectiveness. This Amendment shall become effective on and as of the date on which the following conditions precedent shall have been satisfied or waived in accordance with Section 10.01 of the Credit Agreement, which date is November 20, 2014 (such date, the “Fourth Amendment Effective Date”): (a) The receipt by the Administrative Agent of executed counterparts of this Amendment (including counterparts executed and delivered by Extending Lenders representing 100% of the Revolving Credit Commitments (as modified hereby)). (b) The receipt by the Administrative Agent (or its counsel) of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified; (1) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of the Borrower and Holdings as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and any other documents executed in conjunction herewith to which the Borrower and Holdings is a party, or is to be a party; (2) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower and Holdings is duly organized or formed, and that each of the Borrower and Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and (3) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and Holdings, addressed to each the Administration Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. (c) No Default or Event of Default shall exist, or would result from the execution and delivery of this Amendment. (d) The representations and warranties of the Borrower and Holdings made pursuant to Section 4 of this Amendment shall be true and correct as of the Fourth Amendment Effective Date. (e) The Administrative Agent shall have received a certificate from the chief executive officer or chief financial officer of the Borrowe...

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”):

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Administrative Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Amendment Effective Date”):