Conditions Precedent to Amendment Effective Date Sample Clauses
Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender:
(i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent;
(ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower;
(iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower;
(viii) favorable opinions of:
(A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;
(ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and
(x) such other approvals, opinions and documents as any Lender, thro...
Conditions Precedent to Amendment Effective Date. Sections 2 and 3 of this Amendment shall become effective on the date (such date, the “Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
4.1 The Administrative Agent shall have received from Lenders constituting Required Lenders, the Parent Guarantor, and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person.
4.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
4.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. The Administrative Agent is hereby authorized and directed to declare the Amendment Effective Date to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02 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 Amendment Effective Date. The ------------------------------------------------ provisions of Article 1 hereof shall become effective as of October 31, 2001 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied on or prior to November 16, 2001, the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect.
(a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time.
(b) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:
(i) a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect;
(ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the "Amendment --------- Documents"), accompanied by a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29, 1999, there has been no amendment, modification or revocation of the articles of incorporation or b...
Conditions Precedent to Amendment Effective Date. This Amendment shall be and become effective as of date hereof (the “Amendment Effective Date”) when all of the conditions set forth in this Section 3 shall have been satisfied:
Conditions Precedent to Amendment Effective Date. This Amendment shall become effective without any further action or consent by any party, on the date (the “Amendment Effective Date”), when each of the following conditions shall have been satisfied: 3.1
Conditions Precedent to Amendment Effective Date. The satisfaction (or waiver in writing by Agent) of each of the following conditions precedent shall constitute conditions precedent to the effectiveness of the Amendment:
Conditions Precedent to Amendment Effective Date. 1. This Amendment shall become effective on June 2, 1997 (the "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 Amendment Effective Date:
Conditions Precedent to Amendment Effective Date. This Amendment shall become effective as of the date first written above (the "AMENDMENT EFFECTIVE DATE") upon satisfaction of each of the following conditions:
Conditions Precedent to Amendment Effective Date. This Agreement other than Sections 1, 2 and 3, will become effective on the date on which the following condition is satisfied:
a. The Administrative Agent shall have received (i) from the Credit Parties, each 2022 Extending Lender, each 2022 Incremental Revolving Lender, each Replacement Lender, if any, the Issuing Lender, the Swingline Lender and the Required Lenders a counterpart of this Agreement signed on behalf of such party, and (ii) from each 2022 Extending Lender, a counterpart to the 2022 Extending Lender Consent substantially in the form of Exhibit F hereto (each, a “2022 Extending Lender Consent”) signed on behalf of such 2022 Extending Lender (each such 2022 Extending Lender (other than any Replacement Lender) in such capacity, a “Consenting Lender”).
Conditions Precedent to Amendment Effective Date. 1. Execution and delivery of this Amendment Agreement by each Loan Party.