Effective Date; Conditions Precedent Sample Clauses
The 'Effective Date; Conditions Precedent' clause defines when an agreement becomes legally binding and specifies any requirements that must be fulfilled before the contract takes effect. Typically, this clause lists certain actions, approvals, or events—such as obtaining regulatory consent or delivering specific documents—that must occur before the agreement is activated. Its core function is to ensure that both parties are only obligated under the contract once all necessary preliminary steps have been completed, thereby reducing risk and providing clarity about when contractual duties commence.
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Effective Date; Conditions Precedent. The representations, covenants and consent set forth in Paragraph 2, above, are effective on the date hereof. The modifications to the Credit Agreement set forth in Paragraph 1, above, shall not be effective unless and until the date (the "Effective Date") on which the Borrower shall have satisfied all of the following:
A. On the Effective Date and after giving effect to the agreements and waivers contained herein (i) there shall exist no Event of Default or Possible Default, and the Borrower shall have delivered to the Bank written confirmation thereof dated as of the Effective Date and (ii) the representations and warranties of the Borrower under the Credit Agreement shall have been reaffirmed in writing as of the Effective Date, subject only to variances therefrom acceptable to the Bank.
B. The Borrower shall have delivered copies of resolutions of the board of directors of the Borrower, certified by the secretary or an assistant secretary thereof, authorizing the Borrower's execution and delivery of this Fourth Amendment, the Restated Note required below and the performance of their terms.
C. The Borrower shall have executed and delivered to the Bank the Restated Note, which, from and after the Effective Date shall be deemed to be the Revolving Note.
D. Yan shall have executed and delivered to the Bank a confirmation ▇▇ ▇▇▇ Guaranty in the form of Attachment 2 hereto.
Effective Date; Conditions Precedent. The modifications to the Credit Agreement set forth in Paragraph 1, above, shall not be effective unless and until the date on which the Borrower has satisfied all of the following conditions precedent (such date of effectiveness being the "Effective Date"):
A. On the Effective Date and after giving effect to the amendments contained herein (i) there shall exist no Default, and an authorized officer of the Borrower shall have delivered to the Administrative Agent written confirmation thereof dated as of the Effective Date, and (ii) the representations and warranties of the Borrower and Holdings under the Credit Agreement shall have been reaffirmed in writing as of the Effective Date, subject only to variances therefrom acceptable to the Lenders, the Administrative Agent and the Issuing Banks.
B. The Borrower shall have delivered to the Administrative Agent a Certificate of its Secretary dated as of the Effective Date certifying that attached thereto is (i) a complete copy of resolutions adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this First Amendment and the agreements to be performed by the Borrower hereunder and (ii) a complete copy of any amendments to the Articles of Incorporation, Certificate of Incorporation, Code of Regulations or By-laws of the Borrower that became effective after the effective date of the Credit Agreement, each of which amendments, if any, shall be satisfactory to the Administrative Agent; and Holdings shall have delivered to the Administrative Agent a Certificate of its Secretary dated as of the Effective Date certifying that the resolutions of the Board of Directors of Holdings adopted June 4, 2004 in respect of the Credit Agreement and attached to the Loan Parties' Certificate dated June 23, 2004 are unmodified and in full force and effect, and that attached thereto is a complete copy of any amendments to the Articles of Incorporation, Certificate of Incorporation, Code of Regulations or By-laws of Holdings that became effective after the effective date of the Credit Agreement, each of which amendments, if any, shall be satisfactory to the Administrative Agent.
C. The Subsidiary Loan Parties shall have executed and delivered the Joinder attached to this First Amendment.
D. All legal matters incident to this First Amendment and the consummation of the transactions contemplated hereby shall be reasonably satisfactory to Squire, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., Cleveland, Ohio,...
Effective Date; Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) subject to the satisfaction of the following conditions precedent:
Effective Date; Conditions Precedent. This Third Amendment will become effective on March 26, 1998 (the "Effective Date") subject to the compliance by the Company with its agreements herein contained and to the satisfaction on or before the Effective Date of the following further conditions:
Effective Date; Conditions Precedent. The modifications to the Loan Agreement set forth in Paragraph 1, above, shall not be effective unless and until the date on which the Borrower has satisfied all of the following conditions precedent (such date of effectiveness being the “Second Amendment Effective Date”):
(A) The Lender shall have received counterparts of this Second Amendment executed by the Borrower.
(B) On the Effective Date and after giving effect to the amendments contained herein (i) there shall exist no Event of Default, and (ii) the representations and warranties of the Borrower under the Loan Agreement, as amended by this Second Amendment, shall be true and correct as of the Effective Date, subject only to variances therefrom acceptable to the Lender.
(C) All legal matters incident to this Second Amendment and the consummation of the transactions contemplated hereby shall be reasonably satisfactory to Squire P▇▇▇▇▇ B▇▇▇▇ (US) LLP, Cleveland, Ohio, special counsel to the Lender.
Effective Date; Conditions Precedent. For purposes of this Termination Agreement, the “Effective Date” shall occur when, and shall refer to the date on which, each and every one of the following conditions shall have been either (i) satisfied; or (ii) waived in writing by LKAR in its sole discretion:
(a) Consummation of the transactions contemplated by this Termination Agreement shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable law, including any order, injunction, decree or judgment of any court or other Governmental Authority, in whole or part; and no such law that would have such an effect shall have been promulgated, entered, issued or determined by any court or other Governmental Authority to be applicable to this Termination Agreement.
(b) No Proceeding shall be pending or threatened by any Governmental Authority or other Person before any Governmental Authority or arbitrator to restrain, enjoin or otherwise prevent the consummation of any of the transactions contemplated by this Termination Agreement, in whole or part.
(c) The Amended and Restated Compact between the Tribe and the State of California signed by the Governor of California on May 30, 2013 (the “Amended Compact”) shall have been approved or deemed approved by the United States Department of the Interior.
(d) This Termination Agreement, including the amount of the Modified Debt Payment to be made to LKAR, shall have been approved by the Governor of California.
(e) The Governor of California shall have approved, and the Authority and the Tribe shall have consummated, a refinancing or restructuring of the Senior Obligations that would terminate the Intercreditor Agreements and allow for payment to and retention by LKAR of the Modified Debt Payment, or if the Modified Debt Payment is to be made before the Senior Obligations have been refinanced or restructured and the Intercreditor Agreements terminated, the Parties shall have received any and all Senior Obligation Approvals necessary to allow for payment to and retention by LKAR of the Modified Debt Payment (notwithstanding the provisions of the Intercreditor Agreements or otherwise) and the consummation of the other transactions contemplated hereby.
(f) The Parties shall have received all necessary Governmental Approvals, including, without limitation, (i) a declination letter from the NIGC, with respect to this Termination Agreement declaring that this Termination Agreement is not a management contract, does not violate the IG...
Effective Date; Conditions Precedent. The modifications to the Put Agreement set forth in Paragraph 2, above, shall not be effective unless and until the date on which the Borrower has satisfied all of the following conditions precedent (such date of effectiveness being the “Effective Date”):
Effective Date; Conditions Precedent. The amendments set forth in Section 1 above shall become effective on the date (the “Effective Date”) as of which:
(i) the Administrative Agent shall have received counterpart signature pages to this Amendment executed by each of the parties to this Agreement; and
(ii) the Administrative Agent and each Facility Agent and Lender shall have received opinions of counsel in form and substance satisfactory to the Administrative Agent and each Facility Agent.
Effective Date; Conditions Precedent. The amendments set forth in Section 1 above shall become effective on the date as of which the Agent shall have received counterpart signature pages executed by each party hereto (the “Effective Date”).
Effective Date; Conditions Precedent. The Parties agree that the “Effective Date” of this Agreement shall be deemed to be the first day on which all of the following conditions precedent are met: (i) execution of this Agreement by both Parties; (ii) the Consent to Assignment Agreement between Dynegy Power Marketing, Inc., Constellation Energy Commodities Group, Inc. and LSP-▇▇▇▇▇▇▇ Energy, LLC substantially in the form of Exhibit A hereto (the “Consent Agreement”) is executed by all parties thereto; (iii) if applicable, Assignor shall have performed its obligations under Section 3; (iv) the Confirmation between the Parties regarding a sale by Assignee to Assignor of PJM Capacity Credits for December 2004 is executed by both Parties; (v) the receipt of the release described in Section 9(a) and the issuance of the guaranties described in Sections 2(c) and 9(b); and (vi) execution by each Party of a certificate, in the form attached as Exhibit B, certifying as to the accuracy of the representations and warranties of such Party set forth in Section 10 as of the Effective Date.