Conditions Precedent to First Amendment Effective Date Sample Clauses
Conditions Precedent to First Amendment Effective Date. The occurrence of the First Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before June 22, 2007:
a. Due execution by Borrowers and Banks of eight (8) duplicate originals of this First Amendment;
b. Due execution by the Borrowers, Agent Bank and Assuming Lenders of eight (8) duplicate originals of the Assumption Agreement;
c. Due execution by Borrowers of the original Revolving Credit Note (First Restated);
d. An original Certificate of Corporate Resolution for each of the Borrowers authorizing each respective Borrowers to enter into all documents and agreements to be executed by it pursuant to this First Amendment and further authorizing and empowering the officer or officers who will execute such documents and agreements with the authority and power to execute such documents and agreements on behalf of each respective corporation;
e. Borrowers shall have executed and delivered to Agent Bank: (i) each of the First Amendment Deed of Trust Modifications; and (ii) any further amendments to the Security Documentation reasonably requested by Agent Bank for the purpose of securing repayment of the PIDI Commitment Increase and the Bank Facilities;
f. Borrowers shall pay the costs of the First Amendment Endorsements and related costs and expenses incurred in connection therewith;
g. Each Lender realizing a decrease in its respective Syndication Interest has received such amount as is necessary to adjust such Lender’s Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date equal to such Lender’s Syndication Interest as set forth on the Schedule of Lenders’ Proportions in Credit Facility dated as of the First Amendment Effective Date, attached hereto;
h. Each Assuming Lender realizing a new or increase in its respective Syndication Interest has delivered to Agent Bank an amount representing its Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date, less such Assuming Lender’s Pro Rata Share of the Funded Outstandings immediately prior to the First Amendment Effective Date, for distribution to the Lenders in such amounts as are necessary to adjust each such Lenders’ Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date to a percentage equal to the Syndication Interests set forth ...
Conditions Precedent to First Amendment Effective Date. 1. This Amendment shall become effective on October 30, 1997 (the "First Amendment Effective Date"), so long as each of the following conditions shall have been met to the satisfaction of the Senior Managing Agents on or prior to the First Amendment Effective Date:
Conditions Precedent to First Amendment Effective Date. This Amendment and the amendments set forth in Section 2 of this Amendment shall become effective on the date (the “First Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 10.01 of the Original Credit Agreement):
Conditions Precedent to First Amendment Effective Date. This Amendment and the amendments contained herein shall be and become effective as of February 8, 2006 (the “First Amendment Effective Date”) when the following conditions shall be satisfied, or waived in accordance with Section 10.6 of the Credit Agreement:
Conditions Precedent to First Amendment Effective Date. The effectiveness of this Amendment is subject to the following:
3.1 The Administrative Agent shall have received from the Borrower, each Guarantor (it being understood that Atlantic Energy Holdings Limited and Atlantic Terminal Holdings Limited, which are undergoing dissolution under the laws of Barbados, are not signing as “Guarantors” hereunder) and the Required Lenders counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Persons.
3.2 As of the First Amendment Effective Date, both before and after giving effect to the effectiveness of the Amendment: (i) no event shall have occurred and be continuing that would constitute an Event of Default or a Default and (ii) the representations and warranties contained in this Amendment, the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text hereof or thereof.
3.3 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 9.1 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Conditions Precedent to First Amendment Effective Date. The occurrence of the First Amendment Effective Date is subject to Lender having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Lender, and the occurrence of each other condition precedent set forth below on or before December 19, 2003:
a. Due execution by Borrower, Collateral Guarantor and Lender of three (3) duplicate originals of this First Amendment;
b. Corporate and partnership resolutions or other evidence of requisite authority of Borrower and each of the Subsidiary Guarantors to execute the First Amendment;
c. Payment of non-refundable fee (“Amendment Fee”) to Lender in the amount of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00);
d. Reimbursement to Lender by Borrower for all reasonable fees and out-of-pocket expenses incurred by Lender in connection with the First Amendment, including, but not limited to, reasonable attorneys’ fees of Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the First Amendment Effective Date; and
e. Such other documents, instruments or conditions as may be reasonably required by Lender.
Conditions Precedent to First Amendment Effective Date. The effectiveness of the consent to the Proposed Acquisition described in Section 2 hereof, the Tranche B Lenders’ and Increasing Canadian Lenders’ Commitments described in Section 3 hereof and the amendments to the Credit Agreement contained in Section 4 hereof are subject to the satisfaction of each of the following conditions precedent on or before March 22, 2013 (the date on which Agent has confirmed that all such conditions precedent are satisfied is hereinafter referred to as the “First Amendment Effective Date”):
(a) Agent shall have received duly executed counterparts of this Amendment by all Loan Parties and the Super Majority Lenders, each Increasing Canadian Lender and each Tranche B Lender in form and substance satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent.
(b) There shall exist no Default or Event of Default on the date hereof both before and after giving effect to this Amendment.
(c) Agent shall have received duly executed promissory notes or amended and restated promissory notes as requested by any Increasing Canadian Lender or Tranche B Lender, which shall be in substantially the form of Exhibits G-1 or G-3, as applicable, to the Modified Credit Agreement.
(d) Agent shall have received duly executed counterparts of each of the fee letters entered into by Borrowers, Agent and the other applicable parties thereto.
(e) Agent shall have received a complete and correct copy of the RTD Acquisition Agreement (as defined in the Modified Credit Agreement) and all schedules and exhibits thereto, in each case in form and substance reasonably satisfactory to Agent.
Conditions Precedent to First Amendment Effective Date. The satisfaction of each of the following, unless waived or deferred by the Administrative Agent, in its sole discretion, shall constitute conditions precedent to the effectiveness of this First Amendment (the date of satisfaction of each of the conditions set forth below being referred to as the “First Amendment Effective Date”):
(i) The Administrative Agent shall have received two (2) copies of this First Amendment executed by each of the Borrowers and the Required Lenders; and
(ii) no Default or Event of Default shall have occurred and be continuing.
Conditions Precedent to First Amendment Effective Date. The occurrence of the First Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before June 9, 2000:
a. Due execution by Borrowers and Banks of four (4) duplicate originals of this First Amendment;
b. Due execution by Borrowers of the original Revolving Credit Note (First Restated);
c. Corporate resolutions or other evidence of requisite authority of each of the Borrowers to execute the First Amendment;
d. Borrowers shall have executed and delivered to Agent Bank any amendments to the Security Documentation reasonably requested by Agent Bank for the purpose of securing repayment of the Commitment Increase and shall pay the costs of a 110.5 endorsement or other applicable endorsement to the Title Insurance Policies evidencing its continued application to the Credit Facility, as increased by the Commitment Increase, and to the Security Documentation;
e. Reimbursement to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Commitment Increase, including, but not limited to, reasonable attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the First Amendment Effective Date; and
f. Such other documents, instruments or conditions as may be reasonably required by Lenders.
Conditions Precedent to First Amendment Effective Date. This Amendment shall become effective upon receipt by the Agent of this Amendment, duly executed by the Borrower, the Agent, and the Lenders.