Effectiveness; Conditions Precedent Sample Clauses
The 'Effectiveness; Conditions Precedent' clause defines when an agreement becomes legally binding, specifying that certain conditions must be satisfied before the contract takes effect. Typically, these conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being obligated under the contract until all necessary requirements are met, thereby managing risk and providing certainty regarding the commencement of contractual obligations.
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Effectiveness; Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of satisfaction or waiver, the “Amendment No. 20 Effective Date”):
(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent:
(i) counterparts of this Amendment executed by the Loan Parties, the Administrative Agent, the Tranche A-4 Term Loan Lenders, the Tranche A-5 Term Loan Lenders, the Required Lenders, each Revolving Credit Lender and each L/C Issuer, in its capacity as L/C Issuer;
(ii) a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 20 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist on, or would result from the occurrence of, the Amendment No. 20 Effective Date and (C) that since December 31, 2018, there have not occurred any facts, circumstances, changes, developments or events (other than with respect to the Vølund Projects located at [***] including but not limited to the Borrower or its Subsidiaries’ entry into and performance of its obligations under the settlement agreements with respect to the Vølund Projects located at [***] (the “Vølund Settlement Agreements”)) which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect;
(iii) a certificate of the secretary or assistant secretary of each of the Loan Parties that are Domestic Subsidiaries certifying and confirming that (i) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or similar governing body) of each such Loan Party, authorizing the execution, delivery and performance of the Amendment and the Loan Documents to which such Loan Party is a party, or is to be, a party, and that ...
Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (the “Amendment Effective Date”) when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment):
a. The Administrative Agent shall have received:
(i) counterparts of this Amendment duly executed by the Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent;
(ii) a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof;
(iii) a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof;
(iv) a certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware;
(v) a copy, certified by the secretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents;
(vi) an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate the Administrative Agent and the Banks shall be entitled to rely until informed of any change in writing by the Company;
(vii) a certificate, signed by (a)(i) the chief executive officer of the Company, (ii) the president of the Company, (iii) the chief financial officer of the Company, (iv) the senior managing directors of the Company, (v) the managing directors in the Clearing Division of the Company, (vi) the president of CME Clearing or (vii) the chief risk officer of the Company, and (b)(i) the secretary of the Company or (ii) the assistant secretary of the Company, or in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and shall be deemed given to the Administrative Agent as provided therein;
(viii) a written opinion of the Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or upon which th...
Effectiveness; Conditions Precedent. This Agreement shall become effective on the first date on which each of the following conditions have been satisfied or waived (such date, the “Eighth Amendment Effective Date”):
(a) This Agreement and the Waiver shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory Lenders (such execution not to be unreasonably delayed or waived) and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties hereto.
(b) Borrower has arranged for payment on the Eighth Amendment Effective Date of all reasonable and documented out-of-pocket fees and expenses then due and payable pursuant to the Financing Documents.
(c) substantially concurrently with the Eighth Amendment Effective Date, (i) one or more parent companies of the Pledgor shall have deposited into the (A) Construction Account, as a common equity contribution to the Pledgor and the Borrower, an additional amount equal to at least $77,400,000 and (B) Debt Service Revenue Account, as common equity contribution to the Pledgor and the Borrower, an additional amount equal to $18,000,000, (ii) the Borrower shall repay in full in cash all of the then-outstanding Bridge Loans (plus any premium in respect thereof) and (iii) the HoldCo Lender Backstop Agreement shall have been terminated.
(d) The HoldCo Lenders shall have executed and delivered to the HoldCo Administrative Agent, the Master Assignment and Assumption Agreement, dated as of the Eighth Amendment Effective Date, by and among the HoldCo Lenders, as Assignors, the Sponsor, as Assignee and the HoldCo Administrative Agent.
(e) The Lenders shall have received a copy of a side letter agreement, dated as of the Eighth Amendment Effective Date, executed by Sponsor and the Lender Equity Owners, which side letter agreement shall be in form and substance reasonably satisfactory to the Administrative Agent.
(f) The Administrative Agent shall have received the Amended and Restated Control, Operations and Maintenance Agreement, dated as of the Eighth Amendment Effective Date, executed by Project Company and GCE Operating, which shall be in the form attached hereto as Exhibit G.
(g) The Administrative Agent shall have received a payoff letter relating to the intercompany loan, dated as of the Eighth Amendment Effective Date, executed by each party thereto, which shall be in form and substance reasonably satisfactory to the Administrative ...
Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Section 3 shall have been satisfied in form and substance satisfactory to the Administrative Agent.
Effectiveness; Conditions Precedent. This Amendment shall become effective upon satisfaction of the following conditions precedent:
Effectiveness; Conditions Precedent. This Agreement shall be effective upon:
(a) receipt by the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent and the Lenders;
(b) receipt by the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lender.
Effectiveness; Conditions Precedent. Upon receipt by the Agent of counterparts of this Amendment, duly executed by the Borrower, the Guarantors, the Agent and the Required Lenders, this Amendment shall be effective as of the date hereof.
Effectiveness; Conditions Precedent. This Amendment shall be and become effective as of date hereof when all of the conditions set forth in this Section 2 shall have been satisfied.
Effectiveness; Conditions Precedent. This Agreement shall be effective as of the date hereof when all of the conditions set forth in this Section 2 shall have been satisfied in form and substance satisfactory to the Administrative Agent.
Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second Amendment Effective Date”):
(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:
(i) counterparts of this Amendment, duly executed by each of the Borrowers, the Parent in its capacity as a guarantor, the Administrative Agent, and the Required Lenders; and
(ii) such other certificates, instruments and documents as the Administrative Agent shall reasonably request;
(b) the Borrowers shall have paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and
(c) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).