Conditions Precedent to Amendments Clause Samples
The 'Conditions Precedent to Amendments' clause establishes specific requirements that must be satisfied before any changes or modifications to an agreement can take effect. Typically, this clause outlines actions such as obtaining written consent from all parties, securing regulatory approvals, or meeting certain financial or operational benchmarks prior to amending the contract. By setting these prerequisites, the clause ensures that amendments are only made under agreed-upon circumstances, thereby protecting the interests of all parties and preventing unauthorized or unilateral changes.
Conditions Precedent to Amendments. The amendments contemplated by Section 2 hereof are subject to the satisfaction of each of the following conditions precedent:
Conditions Precedent to Amendments. 3.1.1 The amendments to the Credit Agreement set out in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by the Lenders (the “Effective Date”):
(a) each of the signatories hereto has executed and delivered this Agreement;
(b) each of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the Amendments, in form and substance satisfactory to the Administrative Agent;
(c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein;
(d) the Borrower shall cause to be delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) a Closing Certificate of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document;
(ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agency; and
(iii) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and
(e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make e...
Conditions Precedent to Amendments. The effectiveness of the amendments contained in Section 1 of this Amendment, are each and all subject to the satisfaction, in form and substance satisfactory to the Agent, of each of the following conditions precedent:
3.1 The Borrower shall have duly executed and delivered this Amendment.
3.2 Each of the conditions precedent set forth in Section 4.1 and Section 4.2 of the Loan Agreement shall have been satisfied or waived in accordance with the terms of the Loan Agreement.
3.3 The representations and warranties set forth in Section 2 hereof shall be true, correct and complete on and as of the closing date of this Amendment as though made on such date.
3.4 The Agent shall have received such approvals, opinions or documents as any Lender through the Agent may reasonably request, the Borrower and the Guarantors shall have taken all such other actions as any Lender through the Agent may reasonably request, and all legal matters incident to the foregoing shall be satisfactory to the Agent.
Conditions Precedent to Amendments. The effectiveness of this Amendment and the amendments to the Credit Agreement set forth in Section 1 above is subject to the accuracy of the representations and warranties set forth in Section 3 below on the date hereof and the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent and the Required Lenders;
(b) the Administrative Agent shall have received evidence that contemporaneously herewith a corresponding amendment with respect to the 2012 Credit Agreement shall have become effective (the “2012 Credit Agreement Amendment”);
(c) the Administrative Agent shall have received, for the account of each of the Lenders that executes this Amendment on or before the effective date hereof, an amendment fee equal to $5,000 for each such Lender; provided that any Lender that is also a Lender (under as defined in the 2012 Credit Agreement) shall receive a maximum of $5,000 in aggregate amendment fees pursuant to this Amendment and the 2012 Credit Agreement Amendment; and
(d) unless waived by the Administrative Agent, all fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) in connection with this Amendment shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).
Conditions Precedent to Amendments. This Amendment shall be effective as of the date first set forth above; provided, however, that Section 1 hereof shall not become operative and shall be of no force or effect unless each of the conditions set forth in this Section 2 shall be satisfied and the delivery of the following documents to the Administrative Agent, in form and substance satisfactory to the Administrative Agent and its counsel, shall have occurred.
Conditions Precedent to Amendments. The effectiveness of the amendments to the Credit Agreement set forth in Section 1 above is subject to the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Amendment Effective Date”):
(a) the Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent, the Guarantors and the Required Lenders; and
(b) unless waived by the Administrative Agent, all fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) in connection with this Amendment shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).
Conditions Precedent to Amendments. The effectiveness of this Amendment shall be subject to the fulfillment (to the satisfaction of the Bank) of the following conditions precedent:
Conditions Precedent to Amendments. This Agreement shall not become effective until the Administrative Agent shall have received the following all in form and substance satisfactory to the Administrative Agent:
(a) this Agreement shall have been duly executed and delivered by each of the Obligors;
(b) the Borrower shall pay an amendment fee of [redacted for confidentiality reasons] to the Administrative Agent for the account of each Lender who executes this Agreement; and
(c) the Administrative Agent shall have received all such other certificates, documents, opinions, and information that they reasonably request.
Conditions Precedent to Amendments. The effectiveness of the amendments set forth in Section 1 as of the Fourth Amendment Effective Date shall be subject to the satisfaction, in Lender's sole discretion, of each of the following conditions precedent:
Conditions Precedent to Amendments. The amendments to the 2018 Credit Agreement reflected in this Agreement shall not become effective unless and until the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion:
(a) all conditions precedent in section 9.02 shall have been satisfied;
(b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Companies, specifically including due diligence with respect to the following: