Conditions to Effectiveness Sample Clauses
The "Conditions to Effectiveness" clause defines the specific requirements that must be satisfied before a contract or agreement becomes legally binding and operational. These conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence, and typically apply to both parties involved in the agreement. By clearly outlining these prerequisites, the clause ensures that all necessary steps are completed before obligations commence, thereby protecting the parties from premature enforcement and reducing the risk of disputes over readiness to proceed.
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Conditions to Effectiveness. The effectiveness of this Amendment is subject to the condition precedent that Borrower shall consent to or have delivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed original signatures to this Amendment;
(b) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State of the State of Washington as of a date no earlier than thirty (30) days prior to the Effective Date;
(c) duly executed original signature of the secretary or assistant secretary of Borrower with respect to a general certificate of Borrower as to, among other things, the Resolutions for Borrower;
(d) an intellectual property security agreement in favor of Bank in form and substance acceptable to Bank;
(e) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, reflecting a lien status position of Borrower in conformity herewith and the Loan Agreement and otherwise acceptable to Bank;
(f) the Perfection Certificate executed by Borrower;
(g) intellectual property searches in form and substance acceptable to Bank;
(h) evidence of repayment of the obligations and indebtedness under the Pinnacle Facilities and the termination of any and all liens and security interests associated therewith, provided that the documentation of this Amendment may be executed and this facility may be deemed closed and finalized pending the satisfaction of this condition with the specific understanding that no Obligations under the Loan Agreement may be outstanding or allowed to be incurred unless and until the conditions set forth in this clause are satisfied as Bank determines in its reasonable discretion;
(i) repayment in full of all Equipment Advances and all related Obligations;
(j) evidence satisfactory to Bank that the insurance policies required by the Loan Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;
(k) payment of the fees and Bank Expenses as otherwise set forth herein; and
(1) the delivery of such other documents and agreements and the taking of such other actions as Bank shall determine is necessary or advisable in order to effectuate the purposes hereof.
Conditions to Effectiveness. The effectiveness of this Agreement and the obligations of the Incremental Lenders to make Loans under the Incremental Revolving Facility Commitments hereunder are subject to the satisfaction or waiver of each of the following conditions (the date on which such conditions are satisfied or waived, the “Effective Date”):
(a) The Administrative Agent shall have received (i) a counterpart of this Agreement, executed and delivered by the Borrower and each Incremental Lender party hereto, (ii) a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by each of the Loan Parties with respect to its obligations and the Liens granted by it under the Collateral Documents and (iii) a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by PBF Energy Company LLC, a Delaware limited liability company (the “Parent”), with respect to its obligations under that certain Amended and Restated Guaranty of Collection, dated as of September 30, 2014 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty of Collection”), among the Parent, the Administrative Agent and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent under the Term Loan Agreement.
(b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer on the Effective Date, a customary legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Loan Parties, dated as of the Effective Date (subject to customary carve-outs and qualifications).
(c) The Administrative Agent shall have received a certificate, executed on behalf of the Borrower by a Responsible Officer of the Borrower, which certificate shall certify (i) as of the Effective Date, giving effect to amounts drawn or to be drawn under the Facility as increased by this Agreement as of the Effective Date, compliance with the financial covenants contained in Section 7.11 of the Credit Agreement on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b) of the Credit Agreement, and (ii) that before and after giving effect to the incurrence of the Incremental Revolving Facility Commitments, (x) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true an...
Conditions to Effectiveness. This Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which each of the following conditions is satisfied:
A. The Administrative Agent (or its counsel) shall have received (a) a counterpart of this Amendment or a completed converting lender election substantially in the form of Exhibit A hereto from each Refinancing Term Lender and (b) a counterpart of this Amendment from each Loan Party signed on behalf of such party.
B. The Administrative Agent (or its counsel) shall have received a legal opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel.
C. The Administrative Agent (or its counsel) shall have received certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party (“Good Standing Certificates”), certificates of resolution or other action, incumbency certificates, certificates of incorporation and/or other certificates of 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 Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Fourth Amendment Effective Date; provided that in lieu of such documents or agreements, other than certificates of resolution or other action and the Good Standing Certificates, referred to above, such certificate may certify that since the Third Amendment Effective Date, there have been no changes to the Organizational Documents of such Loan Party (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and no changes have been made to the incumbency certificate of the officers of such Loan Party delivered on the Closing Date, the Second Amendment Effective Date or the Third Amendment Effective Date, as applicable, by such Loan Party.
D. The Administrative Agent shall have received at least three Business Days prior to the Fourth Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested b...
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. 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. 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 first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):
(a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;
(b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;
(c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and
(e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.
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. This Agreement shall become effective as of the date (the “Effective Date”) on which the following conditions shall have been satisfied or waived in writing by the Participating Counterparties:
(a) the execution of this Agreement by the Companies and at least one First Forbearance Counterparty, provided that, with respect to a Participating Counterparty that executes a counterpart of this Agreement within one (1) business day after the Effective Date, (i) this Agreement shall be effective as to such Participating Counterparty upon such execution by such Participating Counterparty and (ii) the Companies shall provide updated versions of Schedule 1 and Schedule 2 to all of the Participating Counterparties within one (1) business day after execution by such Participating Counterparty;
(b) the security interests granted pursuant to the First Forbearance Agreement and the Security and Collateral Agency Agreement shall have been perfected (in the case of any assets that can be perfected with a UCC filing) or are being perfected in accordance with the Security Documents;
(c) any default or event of default that has occurred and is continuing under the Applicable Agreements other than the Acknowledged Events of Default that has been expressly waived by the applicable Participating Counterparty is set forth in Schedule 8;
(d) to the extent invoiced at least one business day prior to the Effective Date, the Companies shall have paid the reasonable fees and out-of-pocket expenses of counsel and other professional advisors to each Participating Counterparty; and
(e) immediately before and after giving effect to this Agreement, the representations and warranties of the Companies set forth in Section 8 and 9 herein shall be true and correct in all material respects on and as of the Effective Date.