Conditions Precedent to Effectiveness of Amendment Sample Clauses
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Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction of each of the following conditions (the date on which all such conditions precedent have been satisfied or waived in writing by Administrative Agent and the Lenders is called the “Amendment Effective Date”):
4.1 Administrative Agent shall have received a copy of this Amendment signed by the Loan Parties, the Administrative Agent and the Lenders;
4.2 Administrative Agent has received a fully executed copy of First Amended and Restated Credit Agreement, dated as of the date of this Amendment, amending and restating in its entirety the Second Lien Loan Agreement;
4.3 Administrative Agent has received a copy of (i) the ratification, acknowledgment and agreeing agreement (Convenio de Ratificación, Reconocimiento y Consentimiento) to the Mexican Security Trust and (ii) the ratification, acknowledgment and agreeing agreement (Convenio de Ratificación, Reconocimiento y Consentimiento) to the Mexican Administration Trust.
4.4 for Ultimate Holdings, Administrative Agent shall have received the following, each in form and substance satisfactory to Administrative Agent in its reasonable discretion (a) that Person’s charter (or similar formation document), certified by the appropriate Governmental Authority, (b) good standing certificates in that Person’s state of incorporation (or formation), (c) that Person’s bylaws (or similar governing document), (d) resolutions of its board of directors (or similar governing body) approving and authorizing that Person’s execution, delivery, and performance of the Loan Documents to which it is party and the transactions contemplated thereby, and (e) signature and incumbency certificates of that Person’s officers and/or managers executing any of the Loan Documents (which certificates Administrative Agent and each Lender may conclusively rely on until formally advised by a like certificate of any changes in any such certificate), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification;
4.5 Administrative Agent shall have received certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Amendment Effective Date, listing all effective financing statements which name Ultimate Holdings under its present name and any previous names as a debtor, together with copies of such financing statements;
4.6 Administrative Agent shall have received evidence of payment by the ...
Conditions Precedent to Effectiveness of Amendment. This Amendment shall be effective at the time that each of the conditions precedent set forth in this Section 3 has been met (the “First Amendment Effective Date”):
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than March 25, 2014 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):1
a. the Investor has received fully executed copies of this Amendment, a reaffirmation of the Guaranty in the form attached hereto as Exhibit B, amendments to the MESPSA and the ASA in the forms attached hereto as Exhibits C-1 and C-2, and an amendment to the Company LLC Agreement in the form attached hereto as Exhibit D, or otherwise each in form and substance reasonably satisfactory to the Investor, and each is in full force and effect;
b. the Investor has received (i) a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, substantially in the form of Annex 8-A to the ECCA but covering only the documents described in Section 8(a) above and the related transactions and (ii) a legal opinion of O’Melveny & ▇▇▇▇▇ LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the documents described in Section 8(a) above and the related transactions;
c. the Investor has received a bring down of the tax opinion from Winston & ▇▇▇▇▇▇ LLP, which opinion shall be in form and substance reasonably satisfactory to it;
d. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8;
1 The following conditions precedent are adapted from Section 6.1 of the ECCA, except where otherwise noted.
e. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Entities, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of each Facility Entity, a certificate from an authorized officer dated as of the Amendment Date to the effect that to such officer’s Knowledge the conditions set forth in this Section 8 have been satisfied, (iii) a Delaware good standing certificate of the Guarantor, the Class B Member and the Facility Entities, each dated as of a recent date, from the applicable Secretary of State, (iv) resolutions of the Board of Directors, or other equivalent governing body, of...
Conditions Precedent to Effectiveness of Amendment. The amendments provided for herein shall be effective on the date on which the following conditions precedent have been satisfied (as determined by the Agent):
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions:
(a) Bank shall have received this Amendment, duly executed by Borrower and Bank;
(b) No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred and be continuing; and
(c) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date).
Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders:
(a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;
(b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment;
(e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and
(f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.
Conditions Precedent to Effectiveness of Amendment. 3.1 This Amendment shall become effective only upon satisfaction in full of the following conditions precedent:
A. Agent shall have received counterparts to this Amendment, duly executed by the Agent, the Borrowers, and the Lenders, as applicable.
B. Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Agent in connection with this Amendment, including legal fees and expenses of Agent’s counsel.
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions:
(a) Agent shall have received this Amendment, duly executed by Borrowers and all Lenders;
(b) Agent shall have received the Term C Notes payable to each Lender in the amount of such Lender's respective Term Loan C Commitment, duly executed by Borrowers;
(c) Agent shall have received the Equipment Facility B Loans Notes payable to each Lender in the amount of such Lender's respective Equipment Facility B Loan Commitment, duly executed by Borrowers;
(d) Agent shall have received, for the pro rata account of Lenders, a Term Loan C fee of $5,000, which shall be fully earned and nonrefundable;
(e) Agent shall have received, for the pro rata account of Lenders, an Equipment Facility B Loan fee of $5,000, which shall be fully earned and nonrefundable;
(f) No Material Adverse Effect shall have occurred, as determined by Agent in its reasonable discretion;
(g) No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred; and
(h) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date).
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(a) The Agent, the Borrower, the Manager, the Servicer, the Seller, and the Lenders shall have executed and delivered this Amendment; and
(b) The Agent shall have received the amendment fee set forth in Section 2.5(H) of the Credit Agreement.
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the waiver of the Existing Defaults set forth in Section 5 above are subject to and contingent upon the fulfillment of each and every one of the following conditions to the satisfaction of Lender: Lender shall have received this Amendment, duly executed by Borrowers; Lender shall have received an amendment fee in the amount of $12,500, which fee shall be fully-earned and non-refundable; After giving effect to this Amendment, no Event of Default or Default shall have occurred and be continuing; and After giving effect to this Amendment, all of the representations and warranties set forth herein and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the date of the Agreement).