Conditions Precedent to Second Amendment Sample Clauses

Conditions Precedent to Second Amendment. The satisfaction of each of the following, unless waived or deferred by Agent, in its sole discretion, shall constitute conditions precedent to the effectiveness of this Second Amendment and each and every provision hereof: (a) Agent shall have received this Second Amendment fully executed by each of the parties hereto; (b) The representations and warranties in this Second Amendment, the Loan Agreement as amended hereby and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (c) No Event of Default shall have occurred and be continuing on the date hereof, nor shall any Default or Event of Default result from the consummation of the transactions contemplated herein; (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any court or other governmental authority against Borrower, Agent or any Lender; and (e) Agent shall have received payment in full of its out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred in connection with the Loan Agreement and this Second Amendment.

Conditions Precedent to Second Amendment. The effectiveness of this Second Amendment shall be subject to the satisfaction (or waiver in accordance with Section 14.1 of the Loan Agreement) of each of the following conditions (such date, the “Second Amendment Effective Date”): 3.1 This Second Amendment shall have been duly executed and delivered to Agent by each of the signatories thereto. 3.2 Agent shall have received a copy of an effective amendment to the Term Loan Agreement in form and substance reasonably satisfactory to it pursuant to which the amount of delay draw term loans available thereunder is increased to $180,000,000. By providing counterparts to this Second Amendment to Agent as required under Section 3.1, each of the undersigned Obligors represents and warrants that, as of the Second Amendment Effective Date, the conditions set forth in this Section 3 are satisfied assuming Agent’s satisfaction with all matters that are subject to Agent’s satisfaction. Agent is authorized to declare this Second Amendment to be effective when it has received, to the reasonable satisfaction of Agent, the documents and deliverables satisfying the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 14.1 of the Loan Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Loan Agreement for all purposes.

Conditions Precedent to Second Amendment. The effectiveness of the transactions described herein shall be subject to the following conditions:

Conditions Precedent to Second Amendment. The effectiveness of the transactions described herein shall be subject to the following conditions: (a) This Agreement and the First Amendment to Security Agreement shall have been executed and delivered by Borrower and Lender. (b) The fees and disbursements of Lender and Lender's counsel shall be paid in full on the Effective Date. (c) Borrower shall have executed and/or delivered to Agent the following: (i) Certificate of the Secretary or Assistant Secretary of Borrower certifying as to the due authorization, execution and delivery by Borrower of this Agreement; and

Conditions Precedent to Second Amendment. The effectiveness of this Second Amendment is subject to the fulfillment of each of the following conditions precedent (the date such conditions are fulfilled or waived by Lender is hereafter referred to as the "Second Amendment Effective Date"): a. Lender shall have received each of the following, duly executed by the parties thereto and dated the date hereof and in form and substance satisfactory to Lender: i. this Second Amendment; ii. the Second Amendment to Security Agreement between Borrower and Lender; iii. the First Amendment to Custody Agreement between Borrower, as client, and Lender, as custodian; iv. Borrower's constitutive documents, as amended as of the Second Amendment Effective Date (the "Amended Constitutive Documents"); v. opinions of counsel for Borrower, substantially in the forms of Exhibit A and Exhibit B hereto or otherwise in form and substance satisfactory to Lender, relating to, among other things, (A) Borrower's registration as an “investment company” under the Investment Company Act, and (B) Borrower's due authorization, execution, delivery and performance of this Second Amendment (and the Credit Agreement, as amended hereby), the Second Amendment to Security Agreement and the First Amendment to Custody Agreement; and vi. a certificate from an authorized officer of Borrower, in form and substance satisfactory to Lender, (A) attesting to the resolutions of Borrower's general partner authorizing, among other things, Borrower's execution, delivery, and performance of the Amended Constitutive Documents, the Registration Statement, this Second Amendment (and the Credit Agreement, as amended hereby), the Second Amendment to Security Agreement and the First Amendment to Custody Agreement, (B) authorizing specific officers to execute the same, and (C) attesting to the incumbency and signatures of such specific officers. b. Lender shall have received filed-stamped copies of the Registration Statement and all other documents related thereto filed by Borrower with the Securities and Exchange Commission, in each case, in form and substance satisfactory to Lender. c. The representations and warranties set forth herein and, after giving effect to this Second Amendment, in the Credit Agreement, shall be true and correct in all material respects (except where any such representation and warranty is already subject to a materiality standard, in which case such representation and warranty shall be true and correct in all respects) on and as of th...

Conditions Precedent to Second Amendment. The effectiveness of this Second Amendment is subject to the satisfaction, in form and substance satisfactory to Agent, of each of the following conditions precedent:

Conditions Precedent to Second Amendment. This Second Amendment shall be effective once each of the following conditions have been satisfied in Administrative Agent's sole discretion on or before the Second Amendment Closing Date: (a) Borrowers, Administrative Agent and Banks shall have executed and delivered this Second Amendment (including, without limitation, all schedules, exhibits and annexes to be attached hereto and incorporated herein); (b) Borrowers shall have paid, in immediately available funds, to the Administrative Agent an engineering fee in the aggregate amount of $2,500; and (c) Administrative Agent shall have received, in form and content satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Administrative Agent may request.

Conditions Precedent to Second Amendment. This Second Amendment shall become effective only upon the satisfaction or waiver of the following conditions precedent (upon satisfaction or waiver of such conditions, such date being referred to herein as the “Second Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart signature page of this Second Amendment duly executed by each of the U.S. Borrower, the Lux Borrower, Parent, each other Loan Party party hereto, the Administrative Agent and Lenders representing the Required Lenders. (b) The Administrative Agent shall have received for the account of each Lender that executes and delivers this Waiver prior to 4:00 p.m. New York time on June 28, 2013, a cash fee in the amount of 0.25% of such Lender’s aggregate Term Loans and Revolving Facility Exposure on such date. (c) The Administrative Agent shall have received all fees, premiums (if any) and other amounts due and payable under the Loan Documents on or prior to the Second Amendment Effective Date, including, reimbursement or other payment, to the extent invoiced, of all out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and each local counsel to the Administrative Agent and Lead Arranger) required to be reimbursed or paid by the Borrowers hereunder or otherwise in connection with the Credit Agreement and the Second Amendment. (d) The Administrative Agent shall have received a certificate signed by the Chief Financial Officer of the U.S. Borrower, certifying on behalf of the U.S. Borrower that (A) the representations and warranties of the Borrowers and each other Loan Party contained in Article III of the Credit Agreement and in any other Loan Document are true and correct in all material respects on and as of the Second Amendment Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (B) no Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date.

Conditions Precedent to Second Amendment. This Second Amendment shall not be effective until each of the following conditions precedent has been satisfied. (a) The representations and warranties in this Second Amendment, the Loan Agreement, as amended by this Second Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; (c) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Borrowers or the Agent; and (d) The Agent shall have received payment in full of its out-of pocket expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the Loan Agreement and this Second Amendment.