Condition to Effectiveness Sample Clauses
A Condition to Effectiveness clause defines specific requirements that must be satisfied before a contract or agreement becomes legally binding and enforceable. Typically, these conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence. By setting out these prerequisites, the clause ensures that both parties are protected from being obligated under the contract until all critical factors are addressed, thereby reducing risk and uncertainty.
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Condition to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent:
7.1. The Purchaser shall have received (i) a fully executed copy of this Amendment, (ii) a fully executed First Amendment Warrant, (iii) a fully executed amended and restated Note and (iv) all other Transaction Documents, agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, in each case in form and substance reasonably satisfactory to the Purchaser.
7.2. The Purchaser shall have received a certificate of a duly authorized officer of each Company, certifying (i) that, the attached copies of all of the organization documents of each Company are true and complete, and in full force and effect, without amendments except as shown; (ii) that, in the case of each Company, an attached copy of resolutions authorizing the execution and delivery of the Amendment and the other Transaction Documents by such Company is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that, in the case of each Company, the title, name and signature of each Person authorized to sign the Transaction Documents on behalf of such Company.
7.3. The Purchaser shall have received certificates of insurance evidencing that each Existing Company is covered under the insurance policies maintained by the Existing Companies, all in compliance with the Transaction Documents.
7.4. The Purchaser shall have received certificates, in form and substance satisfactory to it, from a duly authorized officer of each Company certifying that, on the First Amendment Date after giving effect to the First Amendment Transactions, (i) each Company is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties made by the Companies in the Transaction Documents remain true, correct and complete as of the date hereof (and with respect to any representations and warranties that relate to an earlier date, such representations and warranties shall be deemed to be amended to relate to the First Amendment Date); and (iv) each Company has complied with all agreements and conditions to be satisfied by it under the Transaction Documents.
7.5. No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be conti...
Condition to Effectiveness. This Amendment shall become effective on and as of the date first written above.
Condition to Effectiveness. As a condition to the effectiveness of this Amendment, an Opinion of Counsel satisfying the requirements of Section 12.01 of the Agreement has been received by the Parties hereto.
Condition to Effectiveness. This Amendment shall become effective upon receipt by the Administrative Agent of counterparts to this Amendment duly executed by the Administrative Agent, the Credit Parties, the Issuing Bank and Lenders constituting Majority Lenders.
Condition to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent:
6.1. The Purchaser shall have received a fully executed copy of this Amendment.
6.2. The Purchaser shall have received the corresponding, fully executed copies of the Senior Loan Documents evidencing the Permitted Senior Debt of Great Harbor, in form and substance satisfactory to the Purchaser.
6.3. All representations and warranties of the Companies contained herein shall be true and correct in all material respects as of the date hereof (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof).
6.4. The Purchaser shall have received all fees and other amounts due and payable to the Purchaser and its counsel in connection with this Amendment, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement.
Condition to Effectiveness. This Amendment shall become effective on the date on which all of the following conditions have been satisfied:
(a) each of the parties hereto shall have received counterparts of this Amendment executed by each of the other parties hereto (including facsimile or e-mail signature pages); and
(b) the representations and warranties contained in each of the Agreements and in this Amendment shall be true and correct both as of the date hereof and immediately after giving effect to this Amendment.
Condition to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) the following conditions are satisfied:
(a) the Administrative Agent shall have received executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Borrower, the Parent, the Administrative Agent, AEG and the Majority Lenders;
(b) the Administrative Agent shall have received a certificate of an authorized officer of each Loan Party dated as of the Effective Date certifying to the effect that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, such resolutions are in full force and effect and there are no plans to modify rescind or amend such resolutions; and
(c) the Administrative Agent shall have received all reasonable and documented out-of-pocket costs and expenses due to the Administrative Agent and the Lenders and required to be paid on the Effective Date (including, to the extent invoiced prior to the Effective Date, the reasonable and documented fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel to the Administrative Agent); For the avoidance of doubt, the breach of any clause in this Section 3 shall become an immediate Event of Default.
Condition to Effectiveness. This Amendment shall become effective (the “Amendment Date”) when the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders.
Condition to Effectiveness. As a condition precedent to the effectiveness of this letter agreement, the Borrowers shall pay to the Bank for their own account a $7,500 non-refundable fee for renewing the Uncommitted Line, which fee shall be fully earned by the Bank upon the date of this letter agreement.
Condition to Effectiveness. This Agreement shall become effective only upon its execution and delivery by the Company and each Purchaser.