Effective Date Conditions Clause Samples

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects)...

Effective Date Conditions. The effectiveness of the amendment and restatement of the Original Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditions precedent:

Effective Date Conditions. The effectiveness of this Loan Agreement and the obligation of the Lender to make the Loans hereunder is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent:

Effective Date Conditions. This Agreement will become effective on the date (such date, the “Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms of the Credit Agreement:

Effective Date Conditions. This Agreement will become effective on the date (the “Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received counterparts of this Agreement executed by (i) Term B-2 Lenders with Term B-2 Commitments representing 100% of the Term B-2 Commitments, (ii) the Additional Commitment Lenders with Additional Commitments representing 100% of the Additional Commitments, (iii) the Required Lenders, (iv) the Required Revolving Credit Lenders, (v) the Swing Line Lender, (vi) the L/C Issuer and (vii) the Borrower and each other Loan Party; (b) for the ratable benefit of each (x) Term B-2 Lender providing a Term B-2 Loan as of the Effective Date, an upfront fee (the “Term B-2 Upfront Fee”) in an amount equal to 1.0% of the stated principal amount of such Term B-2 Lender’s Term B-2 Loan, earned and due and payable to such Term B-2 Lender on the Effective Date and (y) Additional Commitment Lender an Additional Commitment as of the Effective Date, an upfront fee (the “Additional Commitment Upfront Fee”) in an amount equal to 0.5% of the stated principal amount of such Additional Commitment Lender’s Additional Commitment, earned and due and payable to such Additional Commitment Lender on the Effective Date. The Term B-2 Loans may be net funded on the Effective Date to account for the Term B-2 Upfront Fee; (c) the Administrative Agent shall have received payment from or on behalf of the Borrower for the account of each Lender that shall have consented to this Agreement by delivering a counterpart signature page to this Agreement to the Administrative Agent prior to 5:00 p.m., New York City time, on October 17, 2016, of an amendment fee for each such Lender in an amount equal to 0.25% of the outstanding principal amount of the Term B Loans or amount of the Revolving Credit Commitments, as applicable, of such Lender; (d) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; (e) no Default or Event of Default shall exist, or would result from the incurrence of the Term B-2 Loans or the Additional Commitments and the consummation of the Transactions contemplated hereby, including from the application of the proceeds therefrom; (f) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Bo...

Effective Date Conditions. The date on which the Applicant shall become an Additional Bank (the “Effective Date”) is , 200 ; provided, however, that the assignment and assumption described in this Certificate shall not be effective unless, on or before the Effective Date, (i) the Agent has received counterparts of this Certificate duly executed and delivered by the Borrower (unless the Borrower’s consent to the assignment hereunder is not required under Section 8.10 of the Credit Agreement), the Assigning Bank, the Agent and the Applicant, (ii) the Agent has received the transfer fee for the account of the Agent in the amount of $3,500 (or, if the Applicant is an Affiliate of the Assigning Bank, $1,250), and (iii) all other terms and conditions of this Certificate and the Credit Agreement relating to the assignment hereunder have been satisfied.

Effective Date Conditions. The obligation of the Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms of this Agreement, is subject to the fulfilment of the following conditions on the Effective Date, to the reasonable satisfaction of the Lenders: (a) the Second Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership, the Land Trustee and Finance LP; (b) the ▇▇▇▇ & Talbot Canada Harmac Debenture shall have been executed and delivered to the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, and all registrations, filings and recordings necessary or desirable to preserve, protect or perfect the enforceability of the security created thereby shall have been completed; (c) all of the representations and warranties of ▇▇▇▇ & Talbot Canada and the Limited Partnership contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (d) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of ▇▇▇▇ & Talbot Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (e) the Lenders shall have received copies: (i) certified by the Secretary or an Assistant Secretary of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Land Trustee of any amendments to its charter documents effected since January 22, 2004, resolutions of its board of directors approving this Agreement, the Second Confirmation and the ▇▇▇▇ & Talbot Canada Harmac Debenture, and all documents evidencing any other necessary corporate action of ▇▇▇▇ & ▇▇▇▇▇▇ Canada with respect to this Agreement, the Second Confirmation and the ▇▇▇▇ & Talbot Canada Harmac Debenture; (ii) certified by the Secretary or an Assistant Secretary of the General Partner of any amendments to the Limited Partnership Agreement or the Limited Partnership’s certificate of limited partnership effected since June 6, 2003, resolutions of the board of directors of the General Partner approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Limited Partnership Agreement with respect to this Agreement and the Se...

Effective Date Conditions. This Agreement will become effective on the date (the “Effective Date”) on which each of the following conditions (the “Effective Date Conditions”) is satisfied: (a) The Administrative Agent shall have received from the Borrower, the Administrative Agent and each Amendment No. 5 Incremental Term Loan Lender a counterpart of this Agreement signed on behalf of such party; (b) The Administrative Agent and the Amendment No. 5 Incremental Term Loan Lenders shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower. The Borrower and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (c) The Borrower shall have paid or caused to be paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) of the Amendment No. 5 Incremental Term Loan Lenders and the Administrative Agent, in each case, required to be paid by that certain second amended and restated fee letter, dated as of March 29, 2021, by and among the Borrower and the Amendment No. 5 Arrangers, and, in the case of any such costs and expenses, for which invoices have been presented at least three Business Days (or such shorter period as the Borrower shall reasonably agree) prior to the Effective Date, which such fees, costs and expenses, for the avoidance of doubt, may be netted against the proceeds of the Amendment No. 5

Effective Date Conditions. The agreements and amendments set forth in Section 1 of this Agreement shall become effective on the date (the “Amendment No. 3 Effective Date”) on which this Agreement shall have been executed and delivered by each Loan Party, the Administrative Agent, Lenders comprising the Required Lenders, each Swing Line Lender and each L/C Issuer.