Additional Conditions Precedent to ARCA Effective Date Clause Samples

Additional Conditions Precedent to ARCA Effective Date. This Agreement shall become effective on and as of the first date on which each of the conditions set forth in the Amendment and Restatement Agreement, including the conditions below, is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (in each case, in form and substance acceptable to the Administrative Agent): (i) appropriate Lien search results or certificates (including UCC search certificates) as of a recent date reflecting no prior Liens encumbering the assets of the Borrower or any Restricted Subsidiary other than those being released on or prior to the ARCA Effective Date or Permitted Liens; (ii) a certificate of the secretary or assistant secretary of the Borrower, dated the ARCA Effective Date, certifying: (A) that attached to such certificate are (1) a true and complete copy of the certificate of incorporation and bylaws of the Borrower, as in full force and effect on the ARCA Effective Date and (2) a true and complete copy of a certificate from the appropriate Governmental Authority of the jurisdiction of incorporation of the Borrower certifying that the Borrower is validly existing and in good standing in such jurisdiction, dated a recent date prior to the ARCA Effective Date; (B) that attached to such certificate is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the execution and delivery of the Amendment and Restatement Agreement and the performance of the transactions contemplated hereby and thereby; and (C) as to the incumbency and specimen signature of each officer of the Borrower executing the Amendment and Restatement Agreement; (iii) favorable, signed opinions (addressed to the Administrative Agent and the Lenders and dated the ARCA Effective Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated hereby as the Administrative Agent shall reasonably request; (iv) a certificate of an Authorized Officer of the Borrower dated the ARCA Effective Date, certifying: (A) that the representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality or reference to Material Adverse Effect in the text thereof, that such representations and war...