Effectiveness; Conditions Precedent Sample Clauses
The 'Effectiveness; Conditions Precedent' clause defines when an agreement becomes legally binding, specifying that certain conditions must be satisfied before the contract takes effect. Typically, these conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being obligated under the contract until all necessary requirements are met, thereby managing risk and providing certainty regarding the commencement of contractual obligations.
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Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:
(i) counterparts of this Amendment, duly executed by the Company, the Administrative Agent, the Borrowers, the Subsidiary Guarantors, the Required Lenders, each of the Existing Lenders that is increasing any Commitment pursuant to this Amendment, and each of the Joining Lenders (which Joining Lenders are listed on Schedule 2.01 attached hereto);
(ii) evidence of the existence, good standing, authority and capacity of the Company, the Borrowers and the Subsidiary Guarantors to execute, deliver and perform its obligations under the Credit Agreement as amended hereby, including, (x) a true and complete copy of resolutions for each of the Borrowers, the Company and the Subsidiary Guarantors approving the amendments contemplated hereby, and (y) a certification that the certificate of incorporation, articles of organization, by-laws or operating agreement, as applicable, of each of the Borrowers, the Company and the Subsidiary Guarantors have not been amended or otherwise modified since the effective date of the Credit Agreement or, in the alternative, attaching true and complete copies of all amendments and modifications thereto;
(iii) a certificate signed by a Responsible Officer of the Company certifying (A) as to the representations and warranties set forth in Section 6(a), and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected have a Material Adverse Effect; and
(iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the L/C Issuer or any Lender shall reasonably request;
(b) the Company shall have paid the fees, including fees for the benefit of the Joining Lenders and those Existing Lenders that are increasing any commitments pursuant to Section 2(a) hereof, in the amounts and at the times specified in the letter agreement, dated as of May 20, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”); and
(c) unless waived by the Administra...
Effectiveness; Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of satisfaction or waiver, the “Amendment No. 20 Effective Date”):
(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent:
(i) counterparts of this Amendment executed by the Loan Parties, the Administrative Agent, the Tranche A-4 Term Loan Lenders, the Tranche A-5 Term Loan Lenders, the Required Lenders, each Revolving Credit Lender and each L/C Issuer, in its capacity as L/C Issuer;
(ii) a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 20 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist on, or would result from the occurrence of, the Amendment No. 20 Effective Date and (C) that since December 31, 2018, there have not occurred any facts, circumstances, changes, developments or events (other than with respect to the Vølund Projects located at [***] including but not limited to the Borrower or its Subsidiaries’ entry into and performance of its obligations under the settlement agreements with respect to the Vølund Projects located at [***] (the “Vølund Settlement Agreements”)) which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect;
(iii) a certificate of the secretary or assistant secretary of each of the Loan Parties that are Domestic Subsidiaries certifying and confirming that (i) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or similar governing body) of each such Loan Party, authorizing the execution, delivery and performance of the Amendment and the Loan Documents to which such Loan Party is a party, or is to be, a party, and that ...
Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Section 3 shall have been satisfied in form and substance satisfactory to the Administrative Agent.
Effectiveness; Conditions Precedent. This Amendment shall become effective upon satisfaction of the following conditions precedent:
Effectiveness; Conditions Precedent. This Amendment shall be effective upon receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrower and the Required Lenders.
Effectiveness; Conditions Precedent. (a) The effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):
(i) This Amendment executed by Borrower;
(ii) The Sureties' Acknowledgment and Mortgage Modification Agreement executed by Surety;
(iii) The Amended and Restated Promissory Note executed by Borrower together with a Disclosure of Confession of Judgment executed by Borrower;
(iv) Copies of the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing;
(v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower;
(vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable);
(vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower;
(viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority;
(ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated by the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, of the Required Payments and $25,000 of the Amendment Fee; and
Effectiveness; Conditions Precedent. This Amendment shall be and become effective as of date hereof when all of the conditions set forth in this Section 2 shall have been satisfied.
Effectiveness; Conditions Precedent. Upon receipt by the Agent of counterparts of this Amendment, duly executed by the Borrower, the Guarantors, the Agent and the Required Lenders, this Amendment shall be effective as of the date hereof.
Effectiveness; Conditions Precedent. This Agreement shall be effective as of the date hereof when all of the conditions set forth in this Section 2 shall have been satisfied in form and substance satisfactory to the Administrative Agent.
Effectiveness; Conditions Precedent. This Amendment shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Effective Date”):
(a) the Administrative Agent’s receipt of this Amendment, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative Agent;
(b) the Borrower shall have prepaid not less than $5,000,000 of the principal balance of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity; and
(c) the Administrative Agent’s receipt of the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit Agreement.