Conditions Precedent to Effectiveness of Agreement Sample Clauses
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Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement and obligation of the Lenders to make the initial Loans on the Effective Date is subject to the following conditions precedent:
(a) The Agent shall have received each of the following, in form and substance satisfactory to the Agent:
(i) Counterparts of this Agreement executed by each of the parties hereto;
(ii) Notes executed by the Borrower, payable to each Lender and complying with the applicable provisions of Section 2.8.;
(iii) The Guaranty executed by the Parent and each Property Owner existing as of the Effective Date;
(iv) The Pledge Agreement executed by the Borrower and the Pledgors;
(v) An opinion of the general counsel of the Parent and the Loan Parties, addressed to the Agent and the Lenders, addressing the matters set forth in Exhibit I;
(vi) An opinion of ▇▇▇▇▇▇ & Bird, LLP, counsel to the Agent, and addressed to the Agent and the Lenders, addressing the enforceability of the Loan Documents and such matters as the Agent shall reasonably request;
(vii) A certificate of incumbency signed by the Secretary or Assistant Secretary of the Parent with respect to each of the officers of the Parent authorized to execute and deliver on behalf of the Parent and the Borrower the Loan Documents to which the Parent or the Borrower is a party and to execute and deliver (or make by telephone in the case of Notices of Conversion or Continuation) on behalf of the Borrower Draw Requests, Notices of Conversion and Notices of Continuation;
(viii) A certified copy (certified by the Secretary or Assistant Secretary of the Parent) of all necessary action taken by the Parent to authorize the execution, delivery and performance of the Loan Documents to which either the Parent or the Borrower is a party;
(ix) The certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Parent, the Borrower and each Loan Party, certified as of a recent date by the Secretary of State of the State of formation of such Person;
(x) A Certificate of Good Standing or certificate of similar meaning with respect to the Parent, the Borrower and each other Loan Party (and in the case of a limited partnership, the general partner of such Loan Party) issued as of a recent date by the Secretary of State of the State of formation of each such Person and, if the applicable Borrowing Base Property is located in a State different than the S...
Conditions Precedent to Effectiveness of Agreement. This Agreement shall not be effective and the Lenders shall not be required to fund their respective portions of the Term Loan hereunder until the date that each of the following conditions has been satisfied (in each case, in form and substance satisfactory to the Administrative Agent and each of the Lenders):
(a) Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to the Administrative Agent by each of the signatories thereto, and each Loan Party shall be in compliance with all terms thereof.
(b) The Administrative Agent shall be satisfied that the Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable security interest in and Lien upon the Collateral (subject only to the first priority security interest and Lien in favor of the Revolving Agent or the Canadian Revolving Agent) and shall have received (i) to the extent not previously delivered to the Administrative Agent prior to the date hereof, evidence that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the commercially reasonable opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected, (ii) UCC, PPSA and Lien searches (and the equivalent thereof in all applicable foreign jurisdictions) and other evidence reasonably satisfactory to the Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, (iii) to the extent not previously delivered to the Administrative Agent prior to the date hereof, evidence that the payment (or evidence of provision for payment) of all filing and recording fees and taxes due and payable in respect thereof has been made in form and substance reasonably satisfactory to the Administrative Agent and (iv) to the extent not previously delivered to the Administrative Agent prior to the date hereof, all Lien Waivers and Lien Priority Agreements necessary or desirable in the reasonable opinion of the Administrative Agent.
(c) To the extent not previously delivered to the Administrative Agent prior to the date hereof, the Administrative Agent shall have received (i) duly executed copies of the Revolving Loan Agreement, the ▇▇▇▇▇▇▇ Debt Documents, the Montrovest Debt Documents, the Management Agreement, the Rolex USA Documents and the Rolex Canada Documents...
Conditions Precedent to Effectiveness of Agreement. This Agreement shall become effective upon the date (the "EFFECTIVE DATE") each of the following conditions have been satisfied:
Conditions Precedent to Effectiveness of Agreement. This agreement shall become effective upon fulfilment of the following conditions precedent: the conditions precedent set forth in Section 12.1 have been fulfilled; the Administrative Agent shall have received evidence that (i) all outstanding Indebtedness of the Borrower under the Existing Revolving Credit Agreement has been repaid in full or arrangements satisfactory to the Administrative Agent, in its sole and absolute discretion, have been made for the repayment of such Indebtedness concurrent with a drawdown hereunder, (ii) all guarantees executed and delivered in connection therewith and all security interests granted in connection therewith have been terminated and released and (iii) the Existing Revolving Credit Agreement has been terminated;Reserved; the Obligors have duly executed and delivered to the Administrative Agent (i) counterparts of this Agreement, (ii) a Note for the account of each Lender that has requested the same prior to the Closing Date, and (iii) counterparts to each Pledge Agreement and (iv) counterparts to each other Credit Document; the Administrative Agent has received, in form and substance reasonably satisfactory to the Administrative Agent a certificate from the secretary of each Obligor, together with certified copies of each of the following attachments: copies of the articles of incorporation or other charter documents, as applicable, of such Obligor certified to be true and complete as of a recent date by the appropriate governmental authority of the jurisdiction of its incorporation or organization;
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement is conditioned upon the satisfaction of the following conditions precedent (the date on which the conditions have been satisfied or waived in writing by Agent being the “Limited Waiver Effective Date”).
6.1 Agent shall have received this Agreement, duly executed by each Credit Party, the Lenders and Agent;
6.2 Agent shall have received such additional documents, instruments and information as Agent may have requested in writing at least two Business Days prior to the date hereof; and Katapult – Limited Waiver
6.3 The representations and warranties contained or incorporated herein shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case it shall be true and correct in all respects). Agent and each Lender party hereto, by delivering its signature page to this Agreement, shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 6. The parties hereto hereby agree that notwithstanding any other provision hereof, the Limited Waiver Effective Date is September 29, 2025.
Conditions Precedent to Effectiveness of Agreement. This Agreement shall become effective upon the following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the Transaction Parties on or before November 6, 2017:
(a) receipt by the Transaction Parties of the following documents, each in full force and effect, and in form and substance satisfactory to the Transaction Parties:
(i) executed copy of this Agreement;
(ii) executed copy of the Impala Guarantor Pledge Agreement;
(iii) a supplement to the Macquarie Letter Agreement and a supplement to the BMONB Letter Agreement which amendments shall provide that all but $1,000,000 in the aggregate of the fees payable to Macquarie and BMONB under the Macquarie Letter Agreement and BMONB Letter Agreement is postponed to the indefeasible payment in full of the First Lien Facility Indebtedness and Transaction Indebtedness;
(iv) executed Production Payment Agreement Termination Agreement;
(v) executed consent to this agreement from the First Lien Agent in connection with the Intercreditor Agreement and an amendment to the Intercreditor Agreement in order to include therein relevant references to (i) the Material Agreements and (ii) the Impala Guarantor Pledge Agreement;
(vi) confirmations by the Borrower and the Guarantor of the Security Documents (and in the case of the Guarantor, the Guarantee);
(vii) certified copies of all Material Agreements executed by each party thereto;
(viii) certificates of status or other similar type of evidence for each of the Credit Parties from all Relevant Jurisdictions;
(ix) certified copies of the directors’ and/or shareholders’ resolutions (as required by Applicable Law) of each of the Credit Parties with respect to its authorization, execution and delivery of the Facility Documents to which it is a party;
(x) certified copy of the resolutions of the directors of Waterberg JV in the form attached as schedule 2 to the Impala Guarantor Pledge Agreement;
(xi) a notice by the Guarantor to Waterberg JV of the cession and pledge in the form attached as schedule 3 to the Impala Guarantor Pledge Agreement;
(xii) an acknowledgement of notice in the form attached as schedule 3 to the Impala Guarantor Pledge Agreement;
(xiii) certificates of officers of each of the Credit Parties as to corporate matters and certifying that (A) all of the covenants and agreements of each of the Credit Parties contained herein or in any other Facility Document have been so fulfilled or satisfied, and (B) no Default has occurr...
Conditions Precedent to Effectiveness of Agreement. The effectiveness of this Agreement and the obligations of the Lender to make the initial extension of credit hereunder are subject to the following conditions precedent:
Conditions Precedent to Effectiveness of Agreement. The obligation of the Lenders to undertake the Commitments and make the Term D Loan on the Restatement Effective Date and the effectiveness of this Agreement are subject to the prior or contemporaneous fulfillment of each conditions set forth in the Restatement Agreement to which this Agreement is attached.
Conditions Precedent to Effectiveness of Agreement. This agreement shall not be effective unless and until; (a) the Group receives any required approvals for the application from the Commissioner; (b) the Member is in good standing of a bona fide industry, trade or professional organization designated by the Board of Trustees of the Group, if any; and (c) the Member’s application is approved by either the Board of Trustees of the Group or the Administrator consistent with the selection criteria adopted by the Board of Trustees of the Group; provided, however, if a prospective member does not meet the selection criteria adopted by the Board of Trustees of the Group, then a prospective member’s application must be approved by the Board of Trustees.
Conditions Precedent to Effectiveness of Agreement. The Borrowers understand that this Agreement shall not be effective and Lender shall have no obligation to forebear exercising any rights or remedies under the Credit Documents unless and until each of the following conditions precedent (the "Conditions") have been satisfied on or before the commencement of the Forbearance Period:
(a) Each Borrower shall have executed and delivered to Lender certified resolutions of its directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated thereof; (b) Continental Global, N.E.S. Investment Co., and CFSC Wayland Advisors, Inc. shall have entered into and delivered to Lender a copy of the Global Forbearance Agreement; (c) neither the Trustee under, nor holders of 25% or more of the Series A and Series B Notes issued by Continental Global under the Indenture, shall have declared the Series A and Series B Notes and/or any Liquidated Damages to be due and payable; and (d) the Borrowers shall have paid Lender the Initial Forbearance Payment due under Section 8and all other amounts owing under Section 9 The parties hereby agree that in the event the Forbearance Period commences and any Conditions have not yet been satisfied, then until the Borrowers satisfy such Conditions, the Borrowers shall be deemed to be in Default hereunder and Lender shall be entitled to exercise any of its rights and remedies hereunder.