Signing Date Sample Clauses
The Signing Date clause defines the specific date on which the parties formally execute the agreement. This date is typically recorded on the signature page and may differ from the effective date, which is when the agreement's terms actually begin to apply. By clearly establishing when the contract was signed, this clause helps prevent disputes about the timing of obligations and ensures clarity regarding the commencement of the parties' legal commitments.
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Signing Date. The obligations of the Lenders to enter into this Agreement are subject to the satisfaction (or waiver in accordance with Section 12.02) of the following conditions:
(a) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party.
(b) The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary or Responsible Officer of the Parent, the General Partner, the Borrower and each Guarantor setting forth (i) resolutions of its board of directors (or comparable governing body) with respect to the authorization of the Parent, the General Partner, the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Parent, the General Partner, the Borrower or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) (A) the by-laws and certificate of incorporation of the Parent and (B) the certificate of formation and limited liability company agreements or limited partnership agreements (or comparable organizational documents for any Credit Parties that are not limited liability companies or limited partnerships) of the Borrower, the General Partner and such Guarantor (this clause (iv), collectively, the “Governance Documents”), in the case of each of the foregoing clauses (A) and (B) certified as being true, accurate and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(c) The Administrative Agent shall have received customary certificates as of a recent date prior to the Signing Date reasonably satisfactory to the Administrative Agent of the appropriate state agencies where such entity is formed or incorporated with respect to the existence, qualification and good standing of the Parent, the General Partner, the Borrower and each Guarantor.
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Signing Date. This Agreement and the Commitments hereunder shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):
(a) Administrative Agent shall have received duly executed copies of this Agreement and the Fee Letters from each party thereto, each executed and delivered as of the Signing Date.
(b) Administrative Agent shall have received such customary documents and certificates as Administrative Agent may reasonably request relating to the organization, existence and good standing (to the extent such concept is applicable in the relevant jurisdiction) of each Borrower, as in effect on the Signing Date, the authorization of this Agreement and the Financing Transactions, the identity, authority and capacity of each Responsible Officer authorized to act on behalf of a Borrower in connection with this Agreement and any other legal matters relating to the Obligors, this Agreement, or the Transactions, in each case reasonably satisfactory to Administrative Agent.
(c) Administrative Agent and the Lenders shall have received (i) the financial statements of the North American Cereal Business of ▇▇▇▇▇▇▇ Company referenced in Section 3.4(a) and (ii) a business plan and budget of the Consolidated Group, including forecasts prepared by management of Administrative Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Consolidated Group, prepared after giving effect to the Transactions, and on an annual basis through 2028.
(d) Administrative Agent and each Lender shall have received (i) all documents, certificates, and other information requested by each Lender pursuant to Section 10.13 and (ii) at least five days prior to the Signing Date, with respect to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower.
Signing Date. This Agreement shall be deemed executed by the parties hereto on the Signing Date upon the fulfillment, to the satisfaction of the Agents and each Lender, of each of the following conditions precedent on or before the Signing Date:
Signing Date. The Signing Date shall have occurred.
Signing Date. This Agreement (but not the Lenders’ Commitments hereunder) shall become effective and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns on and as of the first date (the “Signing Date”) on which the Administrative Agent shall have received counterparts hereof signed by each of the parties hereto on the date hereof (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of facsimile transmission, other electronic transmission or other written confirmation from such party of execution of a counterpart hereof signed by such party).
Signing Date. The effectiveness of this Agreement is subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions:
(a) The Administrative Agent shall have received from each of the Initial Borrower, the Issuing Banks and the Lenders a counterpart of this Agreement signed on behalf of such party.
(b) The Administrative Agent shall have received from JCI a counterpart of the Guarantee Agreement signed thereby.
(c) The Agents shall have received all fees due and payable thereto or to any Lender on or prior to the Signing Date and, to the extent invoiced at least three (3) Business Days prior to the Signing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Linklaters LLP, ▇▇▇▇▇▇▇ Global Group Services Limited and ▇▇▇▇▇▇▇▇) required to be reimbursed or paid by the Loan Parties hereunder, under the Fee Letter or this Agreement on or prior to the Signing Date.
Signing Date. The signing date of this Agreement is the date in which the Company and the Management Venture signed this Agreement, that will be no later than forty five (45) days of the date that the Management Venture was announce as the Successful Bidder in the Tender, unless a later date was determined by the Company (Which in any case shall not be later than one hundred and twenty (120) days from the date of the announcement of the Management Venture as the Successful Bidder) (the “Signing Date”); if the Company and the Management Venture do not sign the Agreement on the same date, the Signing Date will be the date that the Agreement was signed by the Company. Unless otherwise expressly provided in any of the Agreement documents, any provisions of the Agreement documents and any undertaking of the parties by virtue of such documents will enter into force upon the Signing Date. The Management Venture declares, represents and warrants that until the Signing Date it fulfilled all the terms and conditions set forth herein below and delivered to the Company all the documents set forth herein below:
2.2.1. The Performance Bond, in the form of Appendix H (Form of Performance Bond) that shall be attached to this Agreement as Attachment 1;
2.2.2. Letters of undertaking in the form of Appendix D (Declaration and undertaking letters forms) signed by each one of the Management Team Members, that will be attached to this Agreement as Attachment 2;
2.2.3. Insurance policies and signed insurance certificates, in the form set forth in Appendix E (Insurance) pursuant to the provisions set forth in Appendix E (Insurance), the copies of which will be attached to this Agreement as Attachment 3 (Insurance Certificates) and as Attachment 4 (Insurance Policies), respectively.
2.2.4. An affidavit in the form set forth in Appendix F (Form of Declaration as to Obtaining Approvals and Permits) as to obtaining all approvals and permits required under any Law for the provision of the Services, including work permits in Israel, that will be attached to this Agreement as Attachment 5.
2.2.5. The company approved all the Management Team Members pursuant to the provisions set forth in Section 2.3.1 (selection of the Management Team Members)
2.2.6. Each one of the Management Team Members that is required to be present in Israel upon the Signing Date pursuant to Attachment C (Presence of the Management Team Members in Israel) of Appendix B (the Services) of the Agreement, is present in Israel;
2.2.7...
Signing Date. This Agreement shall become effective on the first date (the “Signing Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a certificate, dated the Signing Date and signed by the President, a Vice President or a Financial Officer of the Company, certifying that the representations and warranties contained in Sections 3.01 through 3.05 are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.
Signing Date. The effectiveness of this Agreement on the Signing Date is subject to satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereof:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party.
(b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects).
(c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect.
(i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Owne...