Effectiveness and Conditions Precedent Clause Samples
The 'Effectiveness and Conditions Precedent' clause defines when an agreement becomes legally binding and enforceable, typically contingent upon the fulfillment of specific conditions. These conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence, and the contract will not take effect until all such requirements are satisfied or waived. This clause ensures that both parties are protected from being obligated under the agreement until all necessary prerequisites are met, thereby managing risk and providing clarity on when contractual obligations commence.
Effectiveness and Conditions Precedent. This Agreement will become effective on the date that the Lender notifies the Borrower that the following conditions precedent have been fulfilled:
3.1 this Agreement has been executed by all parties;
3.2 no Default exists;
3.3 all fees and expenses owing by the Borrower to the Lender and its legal counsel and the ▇▇▇▇▇▇▇▇▇▇’ Financial Advisor due on the date of this Agreement shall have been paid and the Lender is authorized to debit the Borrower’s account and proceed to the payment of such fees and expenses.
Effectiveness and Conditions Precedent. This Agreement shall become effective on September 25, 2002 (the “Effective Date”), upon the Administrative Agent’s receipt of counterparts of this Agreement executed and delivered by each of the Lenders, the Borrowers and the Guarantors (which executions and deliveries may be effected by delivery and receipt by facsimile transmission).
Effectiveness and Conditions Precedent. This Agreement shall become effective on the date hereof if the following conditions precedent are satisfied:
Effectiveness and Conditions Precedent. This Amendment shall become effective upon the Bank’s receipt of: (a) counterparts of this Amendment executed and delivered by the Borrower; (b) payment by the Borrower of a closing fee in the amount of $10,000.00; (c) a fully executed original of a certificate of an officer of the Borrower with attached resolutions of the Board of Directors of the Borrower (in each case in form and substance satisfactory to the Bank in its sole discretion) authorizing the execution and delivery of this Amendment and consummation of the transactions contemplated hereby by the Borrower; (d) an original of the Seventeenth Amended and Restated Promissory Note attached hereto as Exhibit F duly executed by the Borrower; (e) evidence of the Borrower’s legal status and good standing; (f) a legal opinion from Borrower’s counsel regarding the authorization, validity, and enforceability of this Amendment and all related documents and instruments; (g) all items necessary to render effective Amendment No. 2 to First Amended and Restated Loan Agreement [Golden Corral] of even date between the Borrower and the Bank; and (h) such other documentation as the Bank may deem appropriate for this transaction and transactions of this type. In addition, as determined by the Bank in accordance with its business expertise, no material adverse change shall have occurred in the Borrower’s financial condition or performance as reflected in the financial statements provided by the Borrower to the Bank dated May 29, 2007, nor shall there have been any material adverse change in the Borrower’s property or in any other matters that the Bank analyzed in connection with the Amendment, including, without limitation, any change in the structure of the transaction initially presented to and agreed upon by the Bank.
Effectiveness and Conditions Precedent. This Agreement will become effective on the date that the Initial Bridge Lenders notify the Borrower that the following conditions precedent have been fulfilled to their satisfaction:
3.1 this Agreement has been executed by all parties;
3.2 no Default exists; and
3.3 all fees and expenses owing by the Borrower to the Initial Bridge Lenders and their legal counsel due on the date of this Agreement shall have been paid and ▇▇▇▇▇▇▇▇▇▇ is authorized to debit the Borrower’s account and proceed to the payment of such fees and expenses.
Effectiveness and Conditions Precedent. This Agreement will become effective on the date that the Lender notifies the Borrower that the following conditions precedent have been fulfilled:
3.1 this Agreement has been executed by all parties;
3.2 executed copies of the TI Collaboration Agreement and the TI Software License Agreement which are in form and substance satisfactory to the Lender;
3.3 updated 13-Week Cash Flow Projection in form and substance satisfactory to ▇▇▇▇▇▇▇▇▇▇;
3.4 no Default exists;
3.5 all fees and expenses owing by the Borrower to the Lender and its legal counsel and the ▇▇▇▇▇▇▇▇▇▇’ Financial Advisor due on the date of this Agreement shall have been paid and the Lender is authorized to debit the Borrower’s account and proceed to the payment of such fees and expenses.
Effectiveness and Conditions Precedent. (a) The Closing and corresponding occurrence of the Effective Date shall be subject to the satisfaction of all of the following Conditions Precedent:
(i) Customer has assumed, pursuant to section 365 of the Bankruptcy Code, each of the Existing Purchase Agreements as amended by this 2012 Omnibus Restructure Agreement and the Amending Documents, and each of the Boeing Related Agreements and Assumed Affiliate Agreements, and to the extent applicable, the Reaffirmed Agreements; provided that notwithstanding anything to the contrary set forth in this 2012 Omnibus Restructure Agreement, the Existing Purchase Agreements (each as amended by the Amending Documents), the Boeing Related Agreements, and the Assumed Affiliate Agreements shall only be deemed assumed pursuant to section 365 of the Bankruptcy Code upon Closing;
Effectiveness and Conditions Precedent. This Amendment shall become effective upon the Bank’s receipt of: (a) counterparts of this Amendment executed and delivered by the Borrower; (b) a fully executed original of a certificate of officers of the Borrower with attached resolutions of the Board of Directors of the Borrower (in each case in form and substance satisfactory to the Bank in its sole discretion) authorizing the execution and delivery of this Amendment and consummation of the transactions contemplated hereby by the Borrower; (c) an original of the Seventh Amended and Restated Promissory Note attached hereto as Exhibit F duly executed by the Borrower; (d) timely payment in full, in cash or other immediately available funds, from the Borrower of an amendment fee in the amount of Fifteen Thousand Dollars ($15,000); and (e) all items necessary to render effective Amendment No. 1 to Second Amended and Restated Loan Agreement [Revolving and Bullet Loans] of even date between the Borrower and the Bank.
Effectiveness and Conditions Precedent. This effectiveness of this Agreement is subject to and conditional upon the prior fulfilment of the following conditions to the satisfaction of the Agent, the Lenders and the Lenders’ Counsel:
3.1 The Agent and the Lenders shall have received:
3.1.1 a signed copy of this Agreement; 3.
1.2 certified copies (by way of bringdown certificates or otherwise) of authorized resolutions for each Obligor; 3.2 The Agent and the Lenders shall have received a signed copy of the IQ Subordination Agreement and of the loan agreement evidencing the IQ Subordinated Debt and they shall
3.3 All amounts due and payable by the Borrower, including the reasonable legal fees of the Agent and the Lenders, shall have been paid concurrently with the signature of this Agreement.
Effectiveness and Conditions Precedent. This Agreement shall become effective as of August 19, 2002 (the "Effective Date"), upon the satisfaction of all of the following conditions precedent:
(i) the Lenders shall have executed and delivered a counterpart of this Agreement and received duly executed counterparts of this Agreement from the Borrowers and Guarantors (which aforesaid executions and deliveries may be effected by delivery and receipt by facsimile transmission) and (ii) the Borrowers shall have performed all covenants and agreements required to have been performed as of the Effective Date;
(b) the Administrative Borrower shall have paid (and the Administrative Borrower hereby covenants and agrees to pay, subject to and simultaneously with the effectiveness of the applicable provisions of this Agreement) to the Senior Agent and Administrative Agent, for the respective accounts of the Lenders, on a pro rata basis, a non-refundable waiver fee (the "Waiver Fee") in immediately available funds, which shall be equal to 1% (one percent) of the sum of the outstanding Term Loans (other than the Term Loan C) and the Revolving Loan Commitment, or $1,933,750. The Waiver Fee shall have been earned in full as of the Effective Date and shall be paid as follows: (i) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid upon the execution of this Agreement; (ii) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on September 30, 2002; (iii) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on October 31, 2002 and (iv) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on November 30, 2002. In addition, the Borrowers shall have paid any and all fees that may have been incurred and deferred under the Waiver, Consent and Amendment No. 5 to the Loan Agreement, dated as of March 29, 2002, among the Borrowers, the Guarantors, certain Lenders and the Administrative Agent;
(c) receipt by the Agents of (i) copies of resolutions of any Person executing this Agreement and (ii) signature and incumbency certificates of the officers of the Loan Parties;
(d) receipt by the Agents of a favorable opinion of counsel to Loan Parties as to due authorization, execution, and delivery of this Agreement, the enforceability thereof and such other matters as may be reasonably requested by Agents;
(e) the Borrowers and/or Recoton, as applicable, and all the holders of the Subordinated Debt shall have entered ...