Conditions Precedent to Effectiveness of Amendment Sample Clauses
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Conditions Precedent to Effectiveness of Amendment. The obligation of each Lender to undertake its Commitment Ratio of the increase in Commitment on the Amendment Date and to make its Advance hereunder on the Amendment Date is subject to the prior fulfillment of each of the following conditions:
(a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:
(i) duly executed Notes in exchange for the cancelled Notes executed by Borrower on the Agreement;
(ii) the loan certificate of the Borrower dated as of the Amendment Date, including a certificate of incumbency with respect to the signature of each Authorized Signatory, which loan certificate shall be in substantially the form of Exhibit D attached hereto, together with appropriate attachments thereto;
(iii) legal opinion of Dew▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, and in-house counsel to the Borrower, each dated as of the Amendment Date addressed to each Lender and the Administrative Agent substantially in the form of Exhibits E1 and E2, respectively, attached hereto;
(iv) receipt by the Administrative Agent and each Lender of all appropriate fees to be paid to them by the Borrower on or prior to the Amendment Date;
(v) any required consents to the closing of the amendment to this Agreement on the Amendment Date or to the execution, delivery, and performance of the amended Agreement and the other Loan Documents, each of which shall be in form and substance satisfactory to the Administrative Agent and the Lenders;
(vi) duly executed Security Agreement;
(vii) duly executed Master Agreement;
(viii) all such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or Authorized Signatory if so requested.
(b) The Borrower shall certify to the Administrative Agent and the Lenders that each of the representations and warranties in Article IV hereof is true and correct in all material respects as of the Amendment Date and that no Default then exists or is continuing.
(c) There shall have been, as of the Amendment Date, no material adverse change in the financial condition, business or operations of the Borrower and its Subsidiaries taken as a whole, as reflected in the audited financial statements as of December 31, 2000 of the Borrower.
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, the “Amendment No. 6 Effective Date”):
3.1 Administrative Agent shall have received a copy of this Amendment signed by the Loan Parties, the Administrative Agent and the Required Lenders;
3.2 Administrative Agent shall have received (a) a fully executed copy of the Fifth Amendment to First Amended and Restated Credit Agreement, dated as of the date of this Amendment, amending the Second Lien Loan Agreement in form and substance satisfactory to the Administrative Agent and (b) a fully executed copy of the Permitted Exitus Debt Subordination Agreement;
3.3 Administrative Agent shall have received evidence of payment by the Borrowers of all accrued and unpaid fees, costs and expenses incurred prior to or on the Amendment No. 6 Effective Date, including all Attorney Costs of the Administrative Agent incurred prior to or on the Amendment No. 6 Effective Date; and
3.4 All representations and warranties set forth in Section 4 hereof are true and correct.
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 be effective only upon satisfaction in full of the following conditions precedent:
4.1 Agent shall have received counterparts to this Amendment, duly executed by the Agent, Holdings, Borrowers, and Lenders constituting Required Lenders, as applicable.
4.2 Agent shall have received an Amendment Fee Letter, of even date herewith, duly executed by Borrower Agent, and containing terms and conditions satisfactory to Agent.
4.3 Agent shall have received such other documents as the Agent may reasonably request.
Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions exist:
(a) The Agent and each of the Lenders shall have received a fully executed counterpart or original of this Amendment.
(b) Upon the effectiveness of this Amendment, all representations and warranties set forth in the Loan Agreement shall be true and correct in all material respects on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect.
(c) Except for the collectibility of the Referenced Account and the occurrence of the Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect.
(d) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities.
(e) The Lender shall have received such further agreements, consents, instruments and documents as may be necessary ...
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 A Notes payable to each Lender in the amount of such Lender’s respective Term Loan A Commitment, duly executed by Borrowers;
(c) Agent shall have received the Term B Notes payable to each Lender in the amount of such Lender’s respective Term Loan B Commitment, duly executed by Borrowers;
(d) Lenders shall have received and reviewed the audited financial statements of USTL dated December 31, 2006 and October 31, 2007.
(e) Lenders shall have reviewed to their satisfaction the Interests Purchase Agreement and related documents and agreements in connection with the USTL Acquisition, and shall have received an executed collateral assignment of Parent’s rights arising under such Interests Purchase Agreement, in form and substance satisfactory to Agent;
(f) Agent shall have received evidence that the closing, consummation and satisfaction of all conditions precedent in connection with the USTL Acquisition have been made in accordance with the terms of the Interests Purchase Agreement and all applicable laws, rules and regulations, and confirmation that the assets of USTL are free and clear of all claims and rights of third Persons, other than Permitted Liens;
(g) Agent shall have received executed settlement and release agreements, with disbursement instructions, relating to the payoff of (i) GE Capital with respect to its existing real estate loan to Borrowers, and (ii) the sellers (and any debt of USTL that is to be paid at closing in accordance with the Interests Purchase Agreement) in connection with the USTL Acquisition, together with such releases and UCC-3 termination statements with respect to such payoff, in form and substance satisfactory to Agent;
(h) Agent shall have received an Addendum to Revolving Credit Agreement and an Addendum to Security Agreement, duly executed by USTL, together with all Schedules thereto, in form and substance satisfactory to Agent and Lenders;
(i) Agent shall have received an updated draft of Schedule 1 to the Parent’s Stock Pledge Agreement listing 65% of the shares of outstanding common stock of AETL Testing, Inc., together with the original stock certificate representing such ownership interest, a blank stock power duly executed by Parent and a Control Agreemen...
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. 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 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. This Amendment shall not be effective unless and until each of the following conditions precedent has been satisfied or waived in the sole and absolute discretion of Agent:
a. Agent shall have received a copy of this Amendment, duly executed by Lenders, Dealers and Guarantors.