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.
POPULAR SAMPLE Copied 16 times
Conditions to Effectiveness. This Amendment shall become effective on the first date (the “Amendment No. 3 Effective Date”) on which each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereof; and the obligations of the New Term Loan Lenders party hereto to make Amendment ▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Loans, are subject to each of the applicable conditions set forth below having been satisfied (or waived) in accordance with the terms hereof:
(a) this Amendment shall have been executed and delivered by the Borrower, the Term Administrative Agent and New Term Loan Lenders representing 100% of the Amendment No. 3 Incremental Term Commitments;
(b) the Term Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 3 Effective Date and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof (i) (A) certifying and attaching the resolutions or similar consents adopted by the Borrower approving or consenting to this Amendment and the Amendment No. 3 Incremental Term Loans, (B) certifying that the certificate of formation and operating agreement of the Borrower have not been amended since the Amendment No. 1 Effective Date, and (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of the Borrower and (ii) certifying as to the matters set forth in clauses (d), (e) and (g) below;
(c) the Term Administrative Agent shall have received a Notice of Borrowing as required pursuant to Section 7.2(a) of the Credit Agreement;
(d) the representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date; provided that, (A) in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (B) if any such representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification such representation and warranty shall be true and correct in all respects;
(e) no Default or Event of Default shall exist on the Amendment No. 3 Effective Date before or after giving effect to the effectiveness of this Amendment and the incurrence of the Amendmen...
Conditions to Effectiveness. This Amendment shall become effective on the date (the “Second 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, (b) with respect to the amendments in Sections (I), (J), (K)(b), (L) and (N) of Article I hereto, a counterpart of this Amendment from each Revolving Credit Lender and (c) 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 Second 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 Closing 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 (iii) no changes have been made to the incumbency certificate of the officers of such Loan Party delivered on the Closing Date by such Loan Party.
D. The Administrative Agent shall have received at least three Business Days prior to the Second 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 regula...
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 upon satisfaction or waiver of all of the following conditions precedent (the “Third Amendment Effective Date”):
(a) the Administrative Agent, the Ally Representative and the Blackstone Credit Representative shall have received fully executed copies of:
(i) this Amendment executed by each of the Loan Parties, the Blackstone Credit Representative, the Ally Representative, the Lenders and the Administrative Agent;
(ii) that certain First Amendment to the Agreement Among ▇▇▇▇▇▇▇, dated as of the date hereof, executed by each of the Last Out Lenders (as defined therein), the First Out Lenders (as defined therein), First Out Lender Representative (as defined therein), Last Out Lender Representative (as defined therein) and Agent (as defined therein) (the “AAL Amendment”);
(iii) the Third Amendment Intercreditor Agreement;
(iv) the Second Lien Credit Agreement and the other Second Lien Loan Documents; and
(v) that certain Mutual Release, dated as of the date hereof, by and among the Consenting Stakeholders (as defined therein),
(b) the Third Amendment Transactions (including receipt of all regulatory approvals required in connection with the Third Amendment Transactions) shall have been consummated and all related definitive documentation shall have been executed and delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative;
(c) the Administrative Agent, the Ally Representative and the Blackstone Credit Representative shall have received:
(i) a customary legal opinion of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower and the Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative;
(ii) customary lien searches and UCC searches;
(A) a certificate, signed by an Responsible Officer of each Loan Party, and attested to by the secretary or any assistant secretary of such Loan Party, together with (x) copies of the Organization Documents of such Loan Party, (y) the resolutions of such Loan Party referred to in such certificate, and (z) a signature and incumbency certificate to the officers of s...
Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter 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 all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger.
(b) The Administrative Agent (or its counsel) shall have received the following:
(i) a counterpart of this Agreement signed by or on behalf of each party thereto 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) if requested by any Lender, duly executed Notes payable to such Lender;
(iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement;
(iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, 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;
(v) certified copies of the articles of incorporation or other charter 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 incorporation or 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;
(vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters re...
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 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 and Restatement and the obligations of any Lender to make Loans under Section 2.01 of the Restated Credit Agreement shall become effective on the date (the ”Restatement Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 8.02 of the Restated Credit Agreement):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment and Restatement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment and Restatement) that such party has signed a counterpart of this Amendment and Restatement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Date) of each of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits ▇-▇ and B-2, respectively, and covering such other matters relating to the Borrower, this Amendment and Restatement, the Restated Credit Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Amendment and Restatement and any other legal matters relating to the Borrower, this Amendment and Restatement or the Restated Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 2 of this Amendment and Restatement.
(e) If any “Lender” under (and as defined in) the Existing Credit Agreement is not a party to this Amendment and Restatement (any such “Lender”, a “Non-Continuing Lender”), then (i) this Amendment and Restatement shall have been signed by Lenders constituting the “Required Lenders” under (and as defined in) the Existing Credit Agreement, (ii) on the Restatemen...
Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Administrative Agent and the Lenders (the date that all such conditions are satisfied, the “Sixth Amendment Effective Date”):
(a) Administrative Agent shall have received this Amendment duly executed by each party hereto.
(b) Administrative Agent shall have received a fully executed and delivered amendment to the Acquisition Term Loan Agreement, in form and substance satisfactory to the Administrative Agent at its sole option, which amendment shall have become effective in accordance with its terms.
(c) Administrative Agent shall have received a fully executed and delivered amendment to the Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent at its sole option, which amendment shall have become effective in accordance with its terms.
(d) Administrative Agent shall have received payment, of an amendment fee in the amount of $117,412.13, which payment shall be payable in immediately available funds, and which shall be deemed fully earned on the Sixth Amendment Effective Date and nonrefundable.
(e) The representations and warranties of the Loan Parties in the Loan Documents, as each is amended hereby, shall be true and correct in all material respects (or, as to any representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as of the Sixth Amendment Effective Date (except for representations and warranties that expressly relate to an earlier date or for such changes as provided in Section 8.2 of the Loan Agreement).
(f) No Default or Event of Default shall have occurred and be continuing or would result from this Amendment.
(g) The Administrative Agent shall have received reimbursement of all expenses incurred by the Administrative Agent in connection with this Amendment, including, without limitation, the fees and expenses of the Administrative Agent’s counsel incurred in connection with the preparation, negotiation, and execution of this Amendment.
(h) Since December 31, 2024, no event shall have occurred and no condition shall exist which has had or could be reasonably expected to have a Material Adverse Effect.
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”):