Effective Date Conditions Clause Samples

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects)...

Effective Date Conditions. The effectiveness of the amendment and restatement of the Original Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditions precedent:

Effective Date Conditions. The effectiveness of this Loan Agreement and the obligation of the Lender to make the Loans hereunder is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent:

Effective Date Conditions. This Agreement will become effective on the date (such date, the “Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms of the Credit Agreement:

Effective Date Conditions. Each of the amendments set forth in Section 1 hereof shall each become effective on the date (such date and time of effectiveness, the “Seventh Amendment Effective Date”) on which each of the following conditions have been satisfied: (a) this Amendment shall have been executed and delivered by (i) the Borrower, each other Loan Party and each Mission Equity Holder and (ii) the Administrative Agent; (b) the Administrative Agent has not received, prior to 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted this Amendment to all Lenders and the Borrower (it being understood that this Amendment was posted to the Lenders and the Borrowers on Tuesday, May 30, 2023 and that the fifth Business Day after such date is Tuesday, June 6, 2023), written notice from Lenders comprising the Majority Lenders that such Majority Lenders do not accept the Amendments; (c) the Administrative Agent has not received, prior to 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted this Agreement to all Lenders and the Borrower (it being understood that this Amendment was posted to the Lenders and the Borrowers on Tuesday, May 30, 2023 and that the fifth Business Day after such date is Tuesday, June 6, 2023), written notice from Group Lenders holding more than 50% of the sum of the Outstanding Amount of the (a) Term B-4 Loans and (b) Term B-4 Loans (as defined in the Existing Nexstar Credit Agreement) (such Group Lenders, collectively, the “Majority Group Term B Lenders”) that such Majority Group Term B Lenders do not accept the Amendments; and (d) the Borrower shall have paid to the Administrative Agent, to the extent invoiced, the reasonable documented out-of-pocket expenses of the Administrative Agent in connection with this Amendment (including the reasonable documented fees and expenses of legal counsel).

Effective Date Conditions. The obligation of the Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms of this Agreement, is subject to the fulfilment of the following conditions on the Effective Date, to the reasonable satisfaction of the Lenders: (a) the Second Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership, the Land Trustee and Finance LP; (b) the ▇▇▇▇ & Talbot Canada Harmac Debenture shall have been executed and delivered to the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, and all registrations, filings and recordings necessary or desirable to preserve, protect or perfect the enforceability of the security created thereby shall have been completed; (c) all of the representations and warranties of ▇▇▇▇ & Talbot Canada and the Limited Partnership contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (d) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of ▇▇▇▇ & Talbot Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (e) the Lenders shall have received copies: (i) certified by the Secretary or an Assistant Secretary of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Land Trustee of any amendments to its charter documents effected since January 22, 2004, resolutions of its board of directors approving this Agreement, the Second Confirmation and the ▇▇▇▇ & Talbot Canada Harmac Debenture, and all documents evidencing any other necessary corporate action of ▇▇▇▇ & ▇▇▇▇▇▇ Canada with respect to this Agreement, the Second Confirmation and the ▇▇▇▇ & Talbot Canada Harmac Debenture; (ii) certified by the Secretary or an Assistant Secretary of the General Partner of any amendments to the Limited Partnership Agreement or the Limited Partnership’s certificate of limited partnership effected since June 6, 2003, resolutions of the board of directors of the General Partner approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Limited Partnership Agreement with respect to this Agreement and the Se...

Effective Date Conditions. The date on which the Applicant shall become an Additional Bank (the “Effective Date”) is , 200 ; provided, however, that the assignment and assumption described in this Certificate shall not be effective unless, on or before the Effective Date, (i) the Agent has received counterparts of this Certificate duly executed and delivered by the Borrower (unless the Borrower’s consent to the assignment hereunder is not required under Section 8.10 of the Credit Agreement), the Assigning Bank, the Agent and the Applicant, (ii) the Agent has received the transfer fee for Table of Contents the account of the Agent in the amount of $3,500 (or, if the Applicant is an Affiliate of the Assigning Bank, $1,250), and (iii) all other terms and conditions of this Certificate and the Credit Agreement relating to the assignment hereunder have been satisfied.

Effective Date Conditions. On or prior to the Effective Date: (a) Purchaser shall receive a certificate dated as of the Effective Date and executed by a duly authorized signatory of Seller in substantially the form attached as Exhibit C; and (b) Seller shall receive a certificate dated as of the Effective Date and executed by a duly authorized signatory of Purchaser in substantially the form attached as Exhibit D.

Effective Date Conditions. This Agreement will become effective on the date (the “Effective Date”) on which this Agreement is executed by the Borrower, each New Lender, the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender.