Conditions to Effectiveness of First Amendment Clause Samples
The 'Conditions to Effectiveness of First Amendment' clause defines the specific requirements that must be satisfied before the terms of a first amendment to an agreement become legally binding and enforceable. Typically, this clause lists prerequisites such as obtaining necessary approvals, delivering certain documents, or fulfilling agreed-upon actions by the parties involved. By clearly outlining these conditions, the clause ensures that all parties are aware of and comply with the necessary steps before the amendment takes effect, thereby preventing misunderstandings and disputes regarding the amendment's validity.
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Conditions to Effectiveness of First Amendment. (i) Sections 1, 2, 3, 8, 9 and 10, of this First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the conditions set forth in this Section 7(i) shall have been satisfied (which, in the case of clause (b) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):
Conditions to Effectiveness of First Amendment. This Amendment shall become effective (the “First Amendment Effective Date”) upon the satisfaction of the following conditions precedent:
(a) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers and Lenders representing all the Lenders;
(b) the 364-Day Credit Agreement, dated as of July 2, 2020, among IBM, IBMCLLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, shall be effective; and
(c) on or before the First Amendment Effective Date, the Administrative Agent shall have received, for its own account and the account of each Lender, as applicable, the fees and expenses in the amounts and on the dates previously agreed to in writing by IBM and IBMCLLC.
Conditions to Effectiveness of First Amendment. This First Amendment shall ---------------------------------------------- not become effective or have any force or effect until each of the following conditions precedent has been satisfied:
(A) the Second Amendment to Credit Agreement dated as of October 23, 1996, among NDC, the NDC Banks, and Wachovia Bank of Georgia, N.A., as Agent, executed with respect to the NDC Credit Agreement, shall have become effective in accordance with the terms thereof;
(B) each of the NDC Guarantee, the NDC Subsidiary Guarantee, and the Contribution Agreement shall have been duly executed and delivered to the Agent for the benefit of the Lenders;
(C) there shall have been delivered to the Agent the favorable opinions of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Borrower, NDC, and the NDC Subsidiary Guarantors (NDC and the NDC Subsidiary Guarantors being herein collectively referred to as the "NDC Credit Parties"), and (ii) ▇▇▇▇▇▇ & Bird, special counsel for the Borrower and the NDC Credit Parties, in each case dated as of the date of effectiveness of the First Amendment, in respect of the Borrower and the NDC Credit Parties and the documents described in the preceding clause (b), covering substantially the same matters covered in the form of Exhibit "H-1" and "H-2" attached to the Credit Agreement and such additional matters relating to the transactions contemplated hereby as the Agent or any Lender may reasonably request;
(D) there shall have been delivered to the Agent a certificate, dated as of the date of the effectiveness of the First Amendment, signed on behalf of the Borrower by a principal financial officer of the Borrower, to the effect that (i) no Default or Event of Default has occurred and is continuing on such date, (ii) the representations and warranties of the Borrower contained in Article IV of the Credit Agreement and Paragraph 8 of this First Amendment are true and correct on and as of such date, and (iii) the condition set forth in clause (a) above is being satisfied simultaneously therewith;
(E) there shall have been delivered to the Agent all documents which the Agent or any Lender may reasonably request relating to the existence of the Borrower and the NDC Credit Parties, the authority for and the validity of this First Amendment, the NDC Guarantee, and the NDC Subsidiary Guarantee, and any other matters relevant thereto, all in form and substance satisfactory to the Agent, including, without limitation, certificates of the Borrower and the NDC Credit...
Conditions to Effectiveness of First Amendment. The effectiveness of this First Amendment is subject to the satisfaction or waiver of the following conditions:
Conditions to Effectiveness of First Amendment. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
(a) Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the date hereof and each in form and substance reasonably satisfactory to Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to Lenders and the Borrower;
(ii) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing (where such concept is applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
(b) the Borrower shall have paid the reasonable attorney’s fees of Agent’s counsel.
(i) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (ii) tax lien, judgment and bankruptcy searches.
(d) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Conditions to Effectiveness of First Amendment. The effectiveness of this First Amendment and the agreements set forth herein are subject to fulfillment, as determined in the sole judgment of Lender, of the following conditions:
(a) Borrowers shall have executed and delivered to Lender this First Amendment and the Amended Revolving Note;
(b) Each Borrower shall have delivered to Lender a Certificate of the Secretary or an Assistant Secretary of such Borrower certifying that appropriate corporate actions authorizing the execution and delivery of this First Amendment have been taken and covering such other matters as Lender may reasonably request;
(c) Lender shall have determined that no Default or Event of Default exists; and
(d) Borrowers shall have delivered such other documents and shall have taken such other actions as Lender in its reasonable discretion may require.
Conditions to Effectiveness of First Amendment. First Amendment. Borrower shall have duly executed and delivered this First Amendment.
Conditions to Effectiveness of First Amendment. This First Amendment shall be effective upon the satisfaction, in the Administrative Agent’s sole discretion, of the following conditions precedent:
(i) The Administrative Agent shall have executed, and shall have received from the Borrower and the Required Lenders duly executed signature pages to, this First Amendment, and shall have received a duly executed acknowledgement of Section 4 of this First Amendment from each Guarantor; and
(ii) the Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably request.
Conditions to Effectiveness of First Amendment. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
Conditions to Effectiveness of First Amendment. The effectiveness of this First Amendment and the agreements set forth herein are subject to fulfillment, as determined in the sole judgment of Agent, of the following conditions:
(a) Borrowers shall have executed and delivered to Agent this First Amendment, the Revolving Notes and the Disclosure Schedule Amendment and Agent shall have determined that the Disclosure Schedule Amendment is acceptable to Agent in its good faith determination;
(b) Borrowers shall have executed and delivered to Agent the Notes;
(c) Borrowers shall have delivered to Agent a Certificate of the Secretary or an Assistant Secretary of each Borrower certifying appropriate corporate actions authorizing the execution and delivery of this First Amendment and the Revolving Notes and covering such other matters as Agent may reasonably request;
(d) Borrowers shall cause certificates or other evidence of insurance to be delivered to Agent to confirm that insurance required under the Existing Credit Agreement includes Wachovia as an additional insured or lender loss payee, as the context requires;
(e) Agent shall have determined that no Default or Event of Default exists; and
(f) Borrowers shall have delivered such other documents and shall have taken such other actions as Agent in its reasonable discretion may require.