Conditions to Effectiveness of this Agreement Clause Samples
The 'Conditions to Effectiveness of this Agreement' clause defines the specific requirements that must be satisfied before the agreement becomes legally binding and enforceable. Typically, these conditions may include obtaining necessary approvals, delivering certain documents, or fulfilling preliminary obligations by one or both parties. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being bound to the agreement until all essential criteria are met, thereby reducing the risk of premature or unintended contractual commitments.
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Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
Conditions to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditions:
(a) The Administrative Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender.
(c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Bor...
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:
(a) The Administrative 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 the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders required to be paid on or before the Effective Date (including all reasonable fees and expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been paid. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Conditions to Effectiveness of this Agreement. This Agreement shall become effective on the date on which the following conditions precedent have been satisfied or waived:
Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of:
(i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents;
(ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms;
(iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith;
(iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms;
(v) [Reserved]
(vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto;
(vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement;
(viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders;
(ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”);
(x) delivery by the Debt Parties of any and all updated perfection certificates and other...
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction (or waiver by the 2020 Incremental Revolving Facility Lenders) of the following conditions (the date of such satisfaction or waiver, the “Agreement Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received (i) from each 2020 Incremental Revolving Facility Lender and (ii) from each of Holdings, the Borrower and the Subsidiary Loan Parties, either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Agreement Effective Date:
(i) attaching a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization,
(ii) attaching a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official),
(iii) certifying that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Agreement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below,
(iv) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents executed in connection with this Agreement to which such Loan Party is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Agreement Effe...
Conditions to Effectiveness of this Agreement. This Amendment No. 2 to Loan Agreement shall become effective on the date of the fulfillment (to the satisfaction of the Agent) of the following conditions precedent:
(a) This Amendment No. 2 shall have been executed and delivered to the Agent by a duly authorized representative of the Borrowers, the Agent and each Bank.
(b) The Borrowers shall have executed and delivered to each of the Banks its Substituted Note.
(c) The Borrowers shall pay to the Agents all fees provided for in the fee letter dated November 21, 2000.
(d) The Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 2, no Default or Event of Default shall exist, shall be true.
(e) The Agent shall have received copies of the following:
(i) Copies of all corporate action taken by each of the Borrowers to authorize the execution, delivery and performance of this Amendment No. 2, the Substituted Notes and the transactions contemplated hereby, certified by its secretary;
(ii) A certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct as of the date hereof;
(iii) The certificates of incorporation or certificates of limited partnership, as the case may be, of each of the Additional Borrowers, certified by the Secretary of State of their respective states of organization;
(iv) The by-laws of each of the corporate Additional Borrowers, certified by their respective secretaries;
(v) Good standing certificates as of a recent date, with respect to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do business; and
(vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers.
(f) All legal matters incident hereto shall be satisfactory to the Agent and its counsel.
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement and the obligation of each Lender to make its extension of credit hereunder on the Closing Date shall be subject to the satisfaction or waiver, prior to or concurrently with the making of each such extension of credit on the Closing Date, of the following conditions precedent:
Conditions to Effectiveness of this Agreement. This Amendment No. 4 to Third Amended and Restated Loan Agreement shall become effective on the date of the fulfillment (to the satisfaction of the Agent) of the following conditions precedent:
(a) This Amendment No. 4 shall have been executed and delivered to the Agent by a duly authorized representative of the Borrower, the Agent and each Bank.
(b) The Borrower shall have executed and delivered to each Bank its Fourth Substituted B Note and with respect to the Swing Line Lender, the Fourth Substituted Swing Line Note.
(c) The Agent shall have received a Compliance Certificate from the Borrower dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 4, no Default or Event of Default shall exist, shall be true.
(d) ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, shall have delivered its legal opinion to the Agent, in form and substance satisfactory to the Agent and its counsel.
(e) The Agent shall have received copies of the following:
(i) Copies of all corporate action taken by the Borrower to authorize the execution, delivery and performance of this Amendment No. 4, the Fourth Substituted Notes and the transactions contemplated hereby, certified by its secretary;
(ii) A certificate from the secretary of the Borrower to the effect that the By-laws of the Borrower delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that such document is in full force and effect and is true and correct as of the date hereof; and
(iii) An incumbency certificate (with specimen signatures) with respect to the Borrower.
(f) All legal matters incident hereto shall be satisfactory to the Agent and its counsel.
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction on or prior to the Closing Date, of the following conditions precedent: