Conditions Precedent to Effectiveness of this Agreement Clause Samples
The 'Conditions Precedent to Effectiveness of this Agreement' clause defines specific requirements or events that must be satisfied before the agreement becomes legally binding and enforceable. Typically, these conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence by one or both parties. By setting out these prerequisites, the clause ensures that both parties are protected from being obligated under the agreement until all critical factors are addressed, thereby reducing risk and providing clarity on when contractual obligations commence.
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Conditions Precedent to Effectiveness of this Agreement. In addition to the conditions set forth in Section 6.2, this Agreement shall not be effective and the Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder until the date (“Closing Date”) that each of the following conditions has been satisfied (in each case, in form and substance satisfactory to the Agents and each of the Lenders), unless the Administrative Agent, in its sole discretion, determines that the satisfaction of one or more of the following conditions precedent may be satisfied on a post-closing basis pursuant to the Post-Closing Agreement:
(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 Agents shall be satisfied that the Security Documents shall be effective to create in favor of the Applicable Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral and shall have received (i) evidence that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the commercially reasonable opinion of the Agents 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 Agents that such Liens are the only Liens upon the Collateral, except Permitted Liens, (iii) 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, (iv) all Lien Waivers and Lien Priority Agreements (to the extent not previously received) necessary or desirable in the reasonable opinion of the Administrative Agent, and (v) a completed and fully executed information certificate with respect to each Loan Party substantially in the form of Exhibit F hereto.
(c) The Administrative Agent shall have received executed copies of the Term Loan Agreement, the Quebec Subordinated Debt Documents, the Rolex Documents, the Management Agreement, the ▇▇▇▇▇▇▇ Debt Documents and the Montrovest Debt Documents certified by a Senior Off...
Conditions Precedent to Effectiveness of this Agreement. This agreement shall not become effective until the following conditions precedent are fulfilled:
(a) this agreement shall have been executed and delivered by each of the Borrower, the Administrative Agent and the Lenders;
(b) the attached acknowledgement and consent shall have been executed and delivered by each Guarantor to the Administrative Agent;
(c) the Borrower shall have paid to the Lenders and to The Bank of Nova Scotia and Bank of Montreal, in their respective capacities as co-lead arrangers of the Credit Facility (the “Joint-Lead Arrangers”) all fees and expenses required to be paid in connection with the fee letter of even date executed by the Borrower and the Joint-Lead Arrangers.
Conditions Precedent to Effectiveness of this Agreement. This Agreement shall be effective on the date (the “Effective Date”) on which the conditions precedent are satisfied: (a)
Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on the first date on which all of the following conditions precedent shall be satisfied or waived:
Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) The Agent shall have received the following in form and substance satisfactory to the Agent:
(i) Executed counterparts of this Agreement, sufficient in number for distribution by the Agent to each of the Lenders and the Borrower.
(ii) The notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.02(g).
(iii) Certified copies of the resolutions of the board of directors (or persons performing similar functions) of each domestic Loan Party approving the Agreement and each of the Loan Documents to which it is or is to be a party.
(iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each domestic Loan Party listing the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such Secretary of State (or such governmental authority) and certifying (A) that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in its office, (B) if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization.
(v) A certificate of the Secretary or an Assistant Secretary of each domestic 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 a party and the other documents to be delivered hereunder.
(vi) A favorable opinion of General Counsel or Associate General Counsel to the Loan Parties, substantially in the form of Exhibit D-1 and as to such other matters as any Lender through the Agent may reasonably request.
(vii) A favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special New York counsel to the Loan Parties, in substantially the form of Exhibit D-2 and as to such other matters as any Lender through the Agent may reasonably request.
(viii) A favorable opinion of Shearman & Sterling LLP, special New York counsel to the Agent, in substantially the form of Exhibit E and as to such other matters as any Lender through the Agent ...
Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective (the "Effective Date") when (i) it shall have been executed by EPNGC, Tennessee, the Administrative Agent, the CAF Advance Agent, the Documentation Agent and the Syndication Agent and (ii) the Administrative Agent and EPNGC either shall have been notified by each Lender that such Lender has executed it or shall have received a counterpart of this Agreement executed by such Lender. Anything in this Agreement to the contrary notwithstanding, if all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall not have been fulfilled on or before December 31, 1997, (i) the Company shall on such date pay all accrued and unpaid facility fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of EPNGC, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New York City time) on December 31, 1997; provided, however, that as soon as the Administrative Agent determines that all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall have been fulfilled on or before December 31, 1997, the Administrative Agent shall furnish written notice to EPNGC and the Lenders to the effect that it has so determined, and such notice by the Administrative Agent shall constitute conclusive evidence that this Agreement shall have become effective for all purposes. Notwithstanding the foregoing, the obligations of the Company to pay fees pursuant to Section 2.8 as well as all obligations of the Borrowers pursuant to Section 9.4 shall survive the termination of this Agreement.
Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this agreement is subject to the satisfaction of the following conditions precedent:
Conditions Precedent to Effectiveness of this Agreement. Notwithstanding any other provision of this Agreement or any of the other Loan Documents, and without affecting in any manner the rights of Agent or any Lender under the other sections of this Agreement, no Lender shall be required to make any Loan under this Agreement, nor shall Agent be required to issue or procure any Letter of Credit under this Agreement, unless and until each of the following conditions has been and continues to be satisfied on the Second Restatement Effective Date:
Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement and of the obligation of the Depositor to purchase, and of the Lender to sell, the Conveyed Assets in accordance with the terms hereof is subject to the satisfaction of the following conditions:
Conditions Precedent to Effectiveness of this Agreement. This Agreement will become effective only upon satisfaction of the following conditions precedent on or before the Effective Date, in each case as reasonably determined by Administrative Agent. If the conditions precedent are not satisfied (or waived pursuant to Section 4.5) on or before such deadline, Administrative Agent may cancel this Agreement upon written notice to Borrower. The conditions precedent to be satisfied are as follows: