Common use of Signing Date Clause in Contracts

Signing Date. This Agreement and the Commitments hereunder shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) Administrative Agent shall have received duly executed copies of this Agreement and the Fee Letters from each party thereto, each executed and delivered as of the Signing Date. (b) Administrative Agent shall have received such customary documents and certificates as Administrative Agent may reasonably request relating to the organization, existence and good standing (to the extent such concept is applicable in the relevant jurisdiction) of each Borrower, as in effect on the Signing Date, the authorization of this Agreement and the Financing Transactions, the identity, authority and capacity of each Responsible Officer authorized to act on behalf of a Borrower in connection with this Agreement and any other legal matters relating to the Obligors, this Agreement, or the Transactions, in each case reasonably satisfactory to Administrative Agent. (c) Administrative Agent and the Lenders shall have received (i) the financial statements of the North American Cereal Business of ▇▇▇▇▇▇▇ Company referenced in Section 3.4(a) and (ii) a business plan and budget of the Consolidated Group, including forecasts prepared by management of Administrative Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Consolidated Group, prepared after giving effect to the Transactions, and on an annual basis through 2028. (d) Administrative Agent and each Lender shall have received (i) all documents, certificates, and other information requested by each Lender pursuant to Section 10.13 and (ii) at least five days prior to the Signing Date, with respect to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower.

Signing Date. This Agreement shall take effect upon, and the Commitments hereunder shall become effective on rights and obligations (other than the date on which obligations of the Lenders to make Loans hereunder) of each party under this Agreement are subject to, the satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2):precedent: (a) The Administrative Agent (or its counsel) shall have received duly executed copies from each party hereto either (A) a counterpart of this Agreement and (together with the Fee Letters from each Schedules hereto) signed on behalf of such party thereto, each executed and delivered as or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of the Signing Datea signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (to the extent such concept is applicable in the relevant jurisdiction) of each Borrower, as in effect on the Signing DateCredit Party, the authorization of this Agreement and the Financing Transactions, the identity, authority and capacity of each Responsible Officer authorized to act on behalf of a Borrower in connection with this Agreement Transactions and any other legal matters relating to the ObligorsCredit Parties, this Agreement, Agreement or the Transactions, all in each case reasonably form and substance satisfactory to the Administrative AgentAgent and its counsel. (c) (x) Each of the First Lien Amendment, the Exchange Term Loan Agreement and the Note Exchange Agreements from each of the Note Sellers shall have become effective and (y) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower (1) certifying that the conditions precedent set forth in Section 5 (other than, in each case, clauses (d), (e) and (f) thereof) of each of the Note Exchange Agreements has been satisfied and (2) attaching a duly executed and delivered copy of each of the First Lien Amendment, the Exchange Term Loan Agreement and each of the Note Exchange Agreements from all of the Note Sellers, in each case certified by such Responsible Officer as being a true, correct and complete copy of each such agreement. (d) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders shall have received (iand dated the Signing Date) the financial statements of the North American Cereal Business of ▇▇▇▇▇▇ and ▇▇ Company referenced ▇▇▇▇, L.L.P., counsel for the Credit Parties, in Section 3.4(a) form and (ii) a business plan and budget of the Consolidated Group, including forecasts prepared by management of Administrative Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Consolidated Group, prepared after giving effect substance reasonably satisfactory to the TransactionsAdministrative Agent, and on an annual basis through 2028covering matters related to due formation and organization, corporate and limited liability status, due authorization, governmental approvals, and execution, non-contravention and enforceability of this Agreement. (de) The Administrative Agent and each Lender shall have received (i) all documents, certificates, such other instruments and other information requested by each Lender pursuant documents incidental and appropriate to Section 10.13 and (ii) at least five days the transactions provided for herein as the Administrative Agent or their special counsel may reasonably request prior to the Signing Date, with respect and all such documents shall be in form and substance satisfactory to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such BorrowerAdministrative Agent.