Conditions Precedent to Effective Date Clause Samples
The "Conditions Precedent to Effective Date" clause defines specific requirements or events that must be satisfied before a contract becomes fully effective and binding on the parties. Typically, these conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence. Until all listed conditions are met, the parties are not obligated to perform their main contractual duties. This clause ensures that both parties are protected from being bound to the agreement until all critical prerequisites are fulfilled, thereby reducing risk and uncertainty.
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Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower:
(i) executed counterparts of this Agreement satisfying the requirements of Section 11.10;
(ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and
(iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.
(b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.
(c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date.
(d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Respons...
Conditions Precedent to Effective Date. Among other conditions to be contained in the Settlement Plan, the following shall be conditions precedent to the Effective Date:
a. S&P and ▇▇▇▇▇’▇ shall have issued Investment Grade Company Credit Ratings for PG&E.
b. The Commission shall have given final, nonappealable approval for all rates, tariffs and agreements necessary to implement the Settlement Plan. The PG&E Proponents shall have the right to waive this provision with respect to any appeal from the Commission’s approvals.
Conditions Precedent to Effective Date. This Agreement will become effective on the date (the "Effective Date") on which the following conditions have been satisfied:
Conditions Precedent to Effective Date. The occurrence of the Effective Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, each dated the Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for each Lender:
(i) this Agreement, duly executed by the Borrower, each Lender and the Agent;
(ii) each Term 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) payment (for its own account or the account of the applicable payees, as applicable) of any fees required to be paid on or before the Effective Date in connection with this Agreement or the Repurchase Documentation, including without limitation the fees described in the Citi Fee Letter and the JPM Fee Lette...
Conditions Precedent to Effective Date. The conditions to the effectiveness of this Agreement and the obligation of the Letter of Credit Issuers and the Lenders to make extensions of credit in connection with the initial Credit Event are set forth in Section 4 of the Amendment.
Conditions Precedent to Effective Date. The effectiveness of this Agreement and the making of the Existing Term Loan on the Effective Date and any Credit Extension to be made on the Effective Date was subject to the satisfaction of the following conditions on or before the Effective Date:
Conditions Precedent to Effective Date. This Amendment Agreement shall become effective on and as of the date (the Effective Date) on which this Amendment Agreement shall have been duly executed and delivered by each party hereto.
Conditions Precedent to Effective Date. The obligation of Banks to -------------------------------------- make the initial Loans hereunder is subject to the condition that on the Effective Date there shall have been delivered to the Administrative Agent with counterparts for each Bank:
(a) The Notes, duly executed and delivered by the Borrower.
(b) The favorable written opinions, dated the Effective Date, of the General Counsel or Assistant General Counsel of Borrower in the form set out in Exhibit F.
(c) Certificate of the Secretary or an Assistant Secretary of Borrower dated the Effective Date as to (i) the Certificate of Incorporation and the By- laws of Borrower, (ii) the resolution of the Board of Directors of Borrower or its Executive Committee in connection with this Agreement, and (iii) the incumbency and signatures of the person authorized to execute and deliver this Agreement and any other instrument, document or other agreement required hereunder on the Effective Date.
(d) A certificate, signed by a vice president of Borrower dated the Effective Date certifying: (i) that since December 31, 1996, there has been no change in the financial condition, business, operations or properties of Borrower and its Subsidiaries taken as a whole which constitutes a Material Change; (ii) the unaudited pro forma condensed combined financial statements for the nine months ended September 30, 1997 contained in the General Motors Corporation. Registration Statement on form S-4 dated November 19, 1997, as amended (the "GMC S-4") give effect to the Reorganization as set forth in the GMC S-4; (iii) that no event has occurred and is continuing or would result from the making of a Loan which constitutes or would constitute an Event of Default or an Unmatured Event of Default; and (iv) the Debt Ratings as of the Effective Date.
Conditions Precedent to Effective Date. This Agreement shall become effective on the date (such date, the “Effective Date”) when each of the following conditions is satisfied (or waived) in accordance with the terms herein:
3.1 The Administrative Agent shall have received from the Borrower, each Guarantor, and Lenders constituting the Majority Lenders, counterparts of this Agreement signed on behalf of such Persons.
3.2 As of the Effective Date, after giving effect to this Agreement, (a) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default or Event of Default shall have occurred and be continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare this Agreement to be effective (and the Effective Date shall occur) when it has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Conditions Precedent to Effective Date. The occurrence of the Effective Date, and the obligation of the Issuing Bank to issue any Letter of Credit on the Effective Date, is subject to the satisfaction of the following conditions precedent:
(i) The Administrative Agent shall have received the following, each dated the Effective Date (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Bank:
(A) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party.
(B) A copy of a certificate of the Secretary of State or other appropriate official of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date, certifying as to the good standing (or existence) of such Loan Party.
(C) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President (or equivalent officer if such Loan Party has no Vice President) and its Secretary or any Assistant Secretary (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (1) a true and correct copy of the constitutional documents of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(i)(A) were adopted and on the Effective Date, (2) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (3) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date and (4) the absence of any event occurring and continuing, or resulting from the Effective Date, that constitutes a Default.
(D) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder an...