Conditions Precedent to Effectiveness and the Initial Investment Clause Samples

The 'Conditions Precedent to Effectiveness and the Initial Investment' clause defines the specific requirements that must be satisfied before a contract becomes effective and any initial investment is made. Typically, these conditions may include obtaining regulatory approvals, completing due diligence, or delivering certain documents. By setting out these prerequisites, the clause ensures that both parties are protected and that the agreement only proceeds once all critical factors are addressed, thereby reducing risk and uncertainty.
Conditions Precedent to Effectiveness and the Initial Investment. This Agreement shall become effective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by the Seller on the Closing Date to the Purchaser Parties have been paid in full in accordance with the terms of the Transaction Documents.
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Conditions Precedent to Effectiveness and the Initial Investment. The effectiveness of this Agreement is subject to the following conditions precedent: (a) the Confirmation Order shall have been entered and shall not be subject to a stay or have been reversed, modified or amended in a manner materially adverse to the Agent and the Investors (other than as otherwise consented to in writing by the Agent and each Investor); (b) simultaneously with the effectiveness of this Agreement, the Plan of Reorganization shall have become effective and there shall not be any supplement, modification, waiver or amendment to Audacy’s debt and capital structure as contemplated by the Plan of Reorganization that is adverse in any material respect to the rights or interests of the Agent and the Investors, unless the Agent and each Investor has consented thereto in writing; (i) the Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance acceptable to the Agent (and the Agent shall be deemed to have accepted each such item upon its execution and delivery of this Agreement) and (ii) all fees and expenses payable by the Seller on the Restatement Date to the Investor Parties have been paid in full in accordance with the terms of the Transaction Documents (including all attorney fees that have been invoiced at least one (1) Business Day prior to the Restatement Date); and (d) (i) the Agent (or its counsel) shall have received fully executed copies of the Credit Agreement and (ii) the Credit Agreement shall become effective substantially concurrently with this Agreement.
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Conditions Precedent to Effectiveness and the Initial Investment. This Agreement shall become effective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent and (b) all fees and expenses payable by the Seller on the Closing Date (which has been notified to the Seller at least one (1) days prior to the Closing Date) to the Purchaser Parties have been paid in full in accordance with the terms of the Transaction Documents.
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Conditions Precedent to Effectiveness and the Initial Investment. The Prior Agreement became effective on the date on which all of the conditions set forth in Exhibit II of the Prior Agreement were satisfied or waived by PNC Bank, National Association (the “Prior Closing Date”). This Agreement shall become effective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit I hereto, in each case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by the Seller on the Closing Date to the Purchaser Parties have been paid in full in accordance with the terms of the Transaction Documents.
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Related to Conditions Precedent to Effectiveness and the Initial Investment

  • Conditions Precedent to Effectiveness This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.