Conditions to Effectiveness Sample Clauses
The "Conditions to Effectiveness" clause defines the specific requirements that must be satisfied before a contract or agreement becomes legally binding and operational. These conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence, and typically apply to both parties involved in the agreement. By clearly outlining these prerequisites, the clause ensures that all necessary steps are completed before obligations commence, thereby protecting the parties from premature enforcement and reducing the risk of disputes over readiness to proceed.
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Conditions to Effectiveness. This Amendment shall become effective as of the date first written above when, and only when,
(a) the Administrative Agent shall have received:
(i) counterparts of this Amendment duly executed and delivered by each party hereto;
(ii) an opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment and the Amended Credit Agreement as the Administrative Agent may reasonably request;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Amended Credit Agreement;
(iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Section 5(a) and Section 5(b) above;
(v) such evidence as the Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and
(b) the Borrower shall have (i) paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the fees set forth in that certain fee letter dated June 18, 2015, by and among the Borrower, JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction or waiver in accordance with Section 10.01 of the Existing Credit Agreement of the following conditions (the date of satisfaction or waiver of such conditions being referred to herein as the “Amendment Effective Date”):
(a) The Administrative Agent shall have received a duly executed counterpart signature page of this Amendment by the Borrower, each of the Borrower’s subsidiaries listed on the signature pages hereto, the Required Lenders, Term B-2 Lenders holding a majority in principal amount of Term B-2 Loans, the Administrative Agent and the Collateral Agent.
(b) Each Term Lender executing this Amendment as a “Term B-5 Lender” shall have received, if requested by it, one or more replacement Notes payable to the order of such Term B-5 Lender duly executed by the Borrower in substantially the form of Annex A hereto, evidencing such Term B-5 Lenders’ Term B-5 Loans, as extended; provided that such Term B-5 Lender shall have returned to the Borrower any Note held by it prior to the Amendment Effective Date.
(c) The Administrative Agent shall have received such opinions as may reasonably be requested by it, including an opinion of Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties, each dated as of the Amendment Effective Date and reasonably satisfactory to the Administrative Agent.
(d) Each of the conditions set forth in Section 4.02 of the Amended and Restated Credit Agreement shall be satisfied as of the Amendment Effective Date.
(e) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, certifying the conditions precedent set forth in Sections 4.02(a) and (b) of the Amended and Restated Credit Agreement shall have been satisfied on and as of the Amendment Effective Date.
(f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property;
(g) The Borrower shall have paid all reasonable fees and out-of-pocket expenses (including the reasonable legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) incurred by the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC and Deutsche Bank Securities Inc. in connection with the preparation, negotiation and execution of this Amendment or otherwise required to be paid in connection with this Amendment, to the extent invoiced at least one Business Day prior to the date hereof.
(h) The B...
Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).
(a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger.
(b) The Administrative Agent (or its counsel) shall have received the following:
(i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(ii) if requested by any Lender, duly executed Notes payable to such Lender;
(iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement;
(iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party;
(v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;
(vi) a favorable written opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters re...
Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):
(a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;
(b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;
(c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and
(e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.
Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.
Conditions to Effectiveness. This Agreement shall become effective only upon the satisfaction in full, in a manner satisfactory to Lender, of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the "Effective Date"):
(a) Lender shall have received the following documents or items, each in form and substance satisfactory to Lender and its legal counsel (unless such conditions are waived by Lender in its sole discretion):
(i) an Information Certificate Supplement;
(ii) a Pledged Interest Addendum together with the certificates representing the Pledged Interests for each New Borrower (if any) and such other items required pursuant to Section 5.26(d) of Exhibit D to the Credit Agreement;
(iii) a Joinder to the Intercompany Subordination Agreement executed by each New Borrower;
(iv) an amended copy of each New Borrower's limited liability company agreement in form and substance satisfactory to Lender;
(v) all other documents Lender may reasonably request with respect to any matter relevant to this Agreement or the transactions contemplated hereby, including, without limitation, the documents set forth in the Closing Checklist attached hereto as Exhibit A; and
(vi) Borrowers shall have paid Lender, or made arrangements satisfactory to Lender to pay, all Lender Expenses incurred prior to or in connection with the preparation of this Agreement.
(b) After giving effect to this Agreement, the representations and warranties made by each Loan Party contained herein and in the Credit Agreement, as amended hereby, and the other Loan Documents, shall be true and correct in all material respects as of the date hereof, as if those representations and warranties were made for the first time on such date.
(c) After giving effect to this Agreement, each Loan Party is in compliance with all applicable covenants and agreements contained in the Credit Agreement and the other Loan Documents.
(d) No Default or Event of Default shall exist under any of the Loan Documents (as amended hereby), and no Default or Event of Default will result under any of the Loan Documents from the execution, delivery or performance of this Agreement.
(e) All corporate and other proceedings, and all documents instruments and other legal matters in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender and its counsel.
(f) Lender shall have received final credit approval for the Credit Facility and th...
Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 9 Effective Date”) on which each of the following conditions is satisfied (or waived by the Amendment No. 9 Incremental Revolving Lenders):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies unless otherwise specified:
(1) counterparts of this Amendment executed by each Borrower, Holdco, each Issuing Bank and each Amendment No. 9 Incremental Revolving Lender;
(2) a Note executed by each Borrower in favor of each Amendment No. 9 Incremental Revolving Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 9 Effective Date, if any;
(3) counterparts of a guarantor consent and reaffirmation executed by each Guarantor;
(4) a written opinion (addressed to the Administrative Agent and the Amendment No. 9 Incremental Revolving Lenders and dated the Amendment No. 9 Effective Date) of ▇▇▇▇▇▇▇ Procter LLP, New York counsel for the Loan Parties;
(i) a copy of each Organizational Document of the Borrowers and the Guarantors certified as of a recent date by an appropriate governmental official or a Responsible Officer of the applicable Loan Party (or a certificate signed by a Responsible Officer of the applicable Loan Party certifying that the Organizational Documents of such Loan Party have not been amended or otherwise modified since the Amendment No. 8 Effective Date); (ii) signature and incumbency certificates of the Responsible Officers of each Person that is a Loan Party on the Amendment No. 9 Effective Date executing a Loan Document on the Amendment No. 9 Effective Date; (iii) resolutions of the board of directors or similar governing body of each Person that is a Loan Party on the Amendment No. 9 Effective Date approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents by such Loan Party, certified as of the Amendment No. 9 Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) for each Person that is a Loan Party on the Amendment No. 9 Effective Date from the applicable Governmental Authority in such Person’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment No. 9 Effective Date; and
(6) a certificate signed by the Bo...
Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the “Effective Date”):
Conditions to Effectiveness. This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):
Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: