Conditions Precedent to the Effectiveness of the Amendment Sample Clauses
The 'Conditions Precedent to the Effectiveness of the Amendment' clause defines specific requirements that must be satisfied before an amendment to an agreement becomes legally binding and enforceable. Typically, these conditions may include obtaining necessary approvals, delivering certain documents, or fulfilling agreed-upon actions by one or more parties. By setting out these prerequisites, the clause ensures that all parties are adequately prepared and that the amendment only takes effect once essential criteria are met, thereby reducing the risk of disputes or misunderstandings regarding the amendment's validity.
Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”):
(i) [reserved];
(ii) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date:
(i) this Amendment, duly executed by the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent and L/C Issuer and as a Consenting Revolving Lender and the Consenting Revolving Lenders and the Fourth Amendment Incremental Revolving Credit Lenders (provided that such Lenders, together with the Consenting Revolving Lenders, constitute the Required Facility Lenders in respect of the Revolving Facility) and (ii) a Revolving Credit Note, executed by the Borrower in favor of each Fourth Amendment Incremental Revolving Credit Lender that has requested a Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date;
(2) a written opinion of Ropes & ▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(3) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and
(4) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 7 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below;
(iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment;
(iv) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provi...
Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective as of May 14, 2014, immediately prior to the automatic termination of the Revolving Commitments on the Revolving Maturity Date (as defined in the Credit Agreement prior to giving effect to this Amendment), upon the satisfaction (or waiver by the Lenders party hereto) of the following conditions:
(a) The Administrative Agent shall have received from each existing Revolving Lender and each other party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission (including Adobe pdf file) of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.
(b) The representations and warranties of TopCo and each Loan Party set forth in the Loan Documents (including this Amendment) that are qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the effective date of this Amendment (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date).
(c) At the time of and immediately after giving effect to the effectiveness of this Amendment, no Default shall have occurred and be continuing.
Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective on the first date on which the following conditions shall have been satisfied or waived in accordance with Section 10.2 of the Existing Credit Agreement (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received from the Borrower, each Guarantor party hereto, each Issuing Bank party hereto, the Swing Line Lender and the New Lender either (A) a counterpart of this Amendment or (B) written evidence satisfactory to the Administrative Agent (which, subject to Section 10.6(b) of the Existing Credit Agreement, may include Electronic Signatures (as defined below) transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Amendment.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment Effective Date) of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.
Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) when:
(a) the Administrative Agent shall have received a counterpart of this Amendment signed on behalf of the Borrower, each other Loan Party party hereto, the Second Amendment Incremental Term Lender and each Fourth Amendment Incremental Term Lender; and
(b) the Administrative Agent shall have received (i) payment from the Borrower, for the account of each of the Second Amendment Incremental Term Lender and the Fourth Amendment Incremental Term Lenders that consent to this Amendment (the “Consenting Lenders”), an amendment fee in an amount equal to 0.075% of the Second Amendment Incremental Term Commitments and Fourth Amendment Incremental Term Commitments of such Consenting Lenders outstanding on the Amendment Effective Date and (ii) all other amounts due and payable on or prior to the Amendment Effective Date, to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date, including, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Credit Agreement or under any other Loan Document. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) when the Administrative Agent shall have received a counterpart of this Amendment signed on behalf of the Borrower, each other Loan Party party hereto and the Second Amendment