Conditions to Effective Date Sample Clauses
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Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:
(a) this Agreement shall have been duly executed and delivered by the parties hereto;
(b) the VMTP Shares shall have a long-term issue credit rating of AAA (or its equivalent) from at least one Rating Agency on the Effective Date;
(c) the Fund shall have obtained from Moody’s written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by Moody’s to the Auction Preferred Shares;
(d) receipt by the Purchasers of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the VMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto;
(e) receipt by the Purchasers of opinions of counsel for the Fund, substantially to the effect of Exhibit A;
(f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by each of the Purchasers to be acceptable);
(g) the fees and expenses payable no later than the Effective Date pursuant to Section 2.2(b)(i) hereof shall have been paid;
(h) Each of the Purchasers, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement;
(i) there shall have been delivered to the Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and
(j) there shall have been delivered to the Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as any of the Purchasers may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions ...
Conditions to Effective Date. The occurrence of the Effective Date shall be subject to the satisfaction, on and as of the Effective Date, of the following conditions precedent:
Conditions to Effective Date. The conditions to the effectiveness of this Agreement are as follows:
(a) ACC and Owner shall have approved this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC of written confirmation from Owner of its approval hereof.
(b) If necessary (as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement.
(c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement.
(d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict.
(e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC.
(f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date.
(g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner.
(h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees.
(i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site.
(j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent.
(k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is i...
Conditions to Effective Date. No Lender and neither the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing, by the Administrative Agent:
a. This Agreement and the other Transaction Documents shall have been duly executed by, and delivered to, the parties hereto and thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement;
b. The Administrative Agent shall have received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby;
Conditions to Effective Date. This Agreement shall become effective upon the satisfaction of the following conditions precedent:
Conditions to Effective Date. The Amendment shall be effective as of the date hereof and shall be subject to the satisfaction of the following conditions precedent:
(a) The Borrower, the Agent and the Banks shall have executed and delivered this Amendment.
(b) No Default shall have occurred and be continuing under the Credit Agreement, and the representations and warranties of the Borrower in Section 6 of the Credit Agreement and in Section 6 hereof shall be true and correct on and as of the Effective Date and the Borrower shall have provided to the Agent a certificate of a senior officer of the Borrower to that effect.
(c) The Borrower shall have delivered a Note to JPMorgan Chase Bank, N.A. in the amount of its Commitment as revised pursuant to this Amendment.
(d) The Guarantor shall acknowledge and consent to this Amendment for purposes of its Guaranty Agreement as evidenced by its signed acknowledgment of this Amendment on the signature page hereof.
(e) The Borrower shall have delivered to the Agent, on behalf of the Banks, such other documents as the Agent may reasonably request.
Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 10.02):
(a) The Administrative Agent shall have received from each party hereto (i) a counterpart of this Agreement executed by each party hereto or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic imaging) that such Person has signed a counterpart of the Guarantee Agreement.
(c) The Administrative Agent and the Arrangers shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Effective Date) of ▇▇▇▇▇ Day, and, to the extent not covered by the foregoing, counsel reasonably acceptable to the Arrangers in each other jurisdiction where any Subsidiary Guarantor is organized, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers.
(d) The Administrative Agent and the Arrangers shall have received such customary documents and certificates as the Administrative Agent and the Arrangers may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of each Loan Party and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers.
(e) The Administrative Agent and the Arrangers shall have received a certificate, dated the Effective Date and signed by the chief executive officer or the chief financial officer of the Company, certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) ...
Conditions to Effective Date. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the date (the "Effective Date") on which each of the following conditions is satisfied (or waived by the Administrative Agent in its sole discretion):
Conditions to Effective Date. It shall be a condition to the Effective Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:
(a) this Agreement shall have been duly executed and delivered by the parties hereto;
(b) the RVMTP Shares shall have a long-term issue credit rating of at least AA (or its equivalent) from at least one Rating Agency on the Effective Date;
(c) receipt by the Purchaser of executed originals, or copies certified by a duly authorized officer of the Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the RVMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto;
(d) receipt by the Purchaser of opinions of counsel for the Issuer, substantially to the effect of Exhibit A;
(e) receipt by the Purchaser of an opinion of counsel for the Calculation and Paying Agent substantially to the effect of Exhibit A-3 which opinion may be delivered by external counsel or in-house counsel to the Calculation and Paying Agent;
(f) except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by the Purchaser to be acceptable);
Conditions to Effective Date. The conditions to the effectiveness of this Agreement are as follows: ACC and Owner shall have approved this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC of written confirmation from Owner of its approval hereof. If necessary (as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement. If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement.