Conditions Precedent to the Effectiveness Clause Samples
Conditions Precedent to the Effectiveness. OF SECTION 3 OF THIS -------------------------------------------------------------- AMENDMENT. --------- The effectiveness of the provisions of Section 3 of this Amendment is --------- subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions:
a. Foothill shall have received a consent fee of $100,000, which fee is earned in full by Foothill, due and payable by Borrower to Foothill on the KKR Closing Date, and non-refundable when paid;
b. Foothill shall have received evidence, satisfactory to Foothill, of the consummation of the HGI Acquisition;
c. Foothill shall have received each of the following documents, in form and substance satisfactory to Foothill and its counsel, duly executed, and each such document shall be in full force and effect:
(1) this Amendment;
(2) the Reaffirmation and Consent (as hereinafter defined);
(3) the Joinder Agreement (as hereinafter defined) executed by HGI;
(4) a copy of the Senior Secured Discount Note Agreement, certified by the Secretary of FRI-MRD as being true, correct, and complete;
(5) a guaranty (in the form of Exhibit C attached hereto) --------- executed by HGI;
(6) Amendment Number One to General Continuing Guaranty and Security Agreement (in the form of Exhibit D attached --------- hereto);
(7) Amendment Number One to Security Agreement (in the form of Exhibit E attached hereto); and ---------
(8) Amendment Number One to Stock Pledge Agreement (in the form of Exhibit F attached hereto). ---------
d. Foothill shall have received evidence satisfactory to it that, contemporaneously with the HGI Closing Date, FRI-MRD shall receive the proceeds pursuant to each issuance of the Senior Secured Discount Notes.
e. Foothill shall have received a certificate of status with respect to HGI, dated within 20 days of the HGI Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of HGI, which certificate shall indicate that HGI is in good standing in such jurisdiction;
f. Foothill shall have received a certificate from the Secretary of HGI attesting to the resolutions of HGI's Board of Directors authorizing its execution, delivery, and performance of its guaranty and authorizing specific officers of HGI to execute the same, and authorizing its performance of the Agreement as modified by this Amendment.
g. Foothill shall have received certificates of status with respect to HGI, dated within 20 days of the HGI Closing Date, su...
Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective on the date (the "Closing Date") when the following conditions precedent have been satisfied (unless waived by the Lender):
Conditions Precedent to the Effectiveness. The effectiveness of this Agreement as an amendment and restatement of the Original Agreement is subject to the conditions precedent that the Lender shall have received on or before such date the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Lender:
(a) For each Borrower and Parent, certified copies of all documents evidencing necessary company action and governmental approvals, if any, with respect to the Agreement.
(b) Acknowledgment or time stamped receipt copies of proper amendments to financing statements duly filed on or before the date hereof under the UCC of all jurisdictions that the Lender may deem necessary or reasonably desirable in order to perfect the security interests contemplated by the Agreement.
(c) Duly executed amendments to the Depositary Agreements with each of Bank of America, N.A. and UMB Bank.
(d) Proof of payment of all reasonable attorneys’ fees and disbursements incurred by the Lender and the Lender Group.
(e) Copies of all Notices to Obligors required pursuant to Article II of the Agreement, if any, together with evidence satisfactory to the Lender that such Notices to Obligors have been or will be delivered to the addressees thereof.
(f) Duly executed Guaranty by the Parent in substantially the form attached hereto as Exhibit XIV.
(g) A duly executed amendment to the Pledge Agreement.
(h) A duly executed termination agreement relating to the Receivables Purchase and Transfer Agreement, dated as of November 1, 2000 (as amended and modified as of the date hereof), and related documents, together with UCC financing statement terminations relating thereto.
(i) Originally executed copies of all other Documents and related documentation required to be delivered with respect to this Agreement and the other Documents, all in form and substance satisfactory to the Administrative Agent, which agreements shall be in full force and effect and enforceable in accordance with their respective terms.
Conditions Precedent to the Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) first written above when, and only when, the Administrative Agent shall have received this Amendment, duly executed by the Company, the Administrative Agent and Lenders constituting the Required Lenders.
Conditions Precedent to the Effectiveness. This Agreement shall not become effective until the date on which each of the following conditions has been satisfied, in the sole discretion of the Initial Lender:
Conditions Precedent to the Effectiveness. OF THIS AGREEMENT This Agreement, including the obligation of each Lender to make the Loans requested to be made by it on the Effective Date and the obligation of each Issuer to Issue Letters of Credit on the Effective Date shall not become effective until the satisfaction or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.) of each of the following conditions precedent (the "Effective Date"):
Conditions Precedent to the Effectiveness. OF THIS AGREEMENT -----------------------------------------------------------
Conditions Precedent to the Effectiveness. OF SECTION 3 TO THIS -------------------------------------------------------------- AMENDMENT. --------- The effectiveness of the provisions of Section 3 of this Amendment is --------- subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions:
a. Foothill shall have received each of the following documents, in form and substance satisfactory to Foothill and its counsel, duly executed, and each such document shall be in full force and effect:
(1) this Amendment; and
Conditions Precedent to the Effectiveness of this Consent and ------------------------------------------------------------- Amendment. The effectiveness of this Consent and Amendment is subject to the --------- fulfillment to the satisfaction of Foothill and its counsel, of each of the following conditions:
a. Foothill shall have received the HarbourVest Preferred Purchase Agreement and all exhibits and schedules thereto, duly executed, and the HarbourVest Preferred Purchase Agreement shall be in full force and effect;
b. The representations and warranties in this Consent and Amendment, the Loan Agreement as amended by this Consent and Amendment, 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 or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and
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 governmental authority against the Company, Foothill, or any of their Affiliates.
Conditions Precedent to the Effectiveness of this Agreement 43 SECTION 6.02. Conditions Precedent to Each Extension of Credit 45 SECTION 6.03. Conditions Precedent to Certain Extensions of Credit 45 SECTION 6.04. Reliance on Certificates 46