Common use of Agreement Effectiveness Clause in Contracts

Agreement Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received all of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) an original counterpart of this Agreement, duly executed by the Borrower, each other Restricted Person (other than ETP GP and Regency GP), the Incremental Commitment Lenders which constitute the Majority Lenders and acknowledged by the Administrative Agent and each LC Issuer; (ii) a Note (or replacement Note, as applicable) executed by the Borrower in favor of each Incremental Commitment Lender requesting the same reasonably in advance of the Increase Effective Date; (iii) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to the increase of Commitments contemplated in this Agreement and as set forth in Section 2.18 of the Credit Agreement shall have occurred and been complied with and that, before and after giving effect to the increase of Commitments contemplated by this Agreement, no Default or Event of Default exists; (iv) a certificate dated as of the Increase Effective Date, signed by Responsible Officers of the Borrower and each Restricted Person certifying that attached thereto is a true and complete copy of (a) its charter (or similar formation document) (or that there have been no changes to its charter (or similar formation document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (b) a good standing certificate from its state of organization dated as of a recent date, (c) its bylaws (or similar governing document) (or that there have been no changes to its bylaws (or similar governing document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (d) resolutions of its board of directors or other governing body approving and authorizing its execution, delivery and performance of this Agreement, and (e) signature and incumbency certificates of its officers authorized to act as Responsible Officers in connection with this Agreement (or that there have been no changes to the incumbency certificates delivered to Administrative Agent on the Closing Date except as set forth in such certificate); and (v) a favorable opinion of each of (a) Xxxxxx & Xxxxxxx LLP, counsel to the Restricted Persons, and (b) the General Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, relating to this Agreement and any Restricted Persons’ consent to this Agreement, addressed to the Administrative Agent and each Lender, and the Borrower hereby requests such counsel to deliver such opinion. (b) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent payable pursuant to the terms of the Credit Agreement to the extent invoiced at least one (1) day prior to the Increase Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Increase Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (c) The Incremental Commitment Lenders shall have received at least three (3) Business Days prior to the Increase Effective Date, to the extent requested at least five (5) days prior to the Increase Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The date on which such conditions have been satisfied (or waived) is referred to herein as the “Increase Effective Date”.

Agreement Effectiveness. The effectiveness agreement of this Agreement is Scotiabank to make the initial consignment of Gold shall be subject to the prior or concurrent satisfaction of each of the following conditions precedentprecedent set forth below: (a) The Administrative Agent shall have received all the delivery of resolutions of the following, each in form and substance reasonably satisfactory to Board of Directors of the Administrative Agent: (i) an original counterpart of this Agreement, duly executed by the Borrower, each other Restricted Person (other than ETP GP and Regency GP), the Incremental Commitment Lenders which constitute the Majority Lenders and acknowledged by the Administrative Agent Consignee and each LC Issuer; (ii) a Note (or replacement Note, as applicable) executed by Guarantor then in full force and effect authorizing the Borrower in favor of each Incremental Commitment Lender requesting the same reasonably in advance of the Increase Effective Date; (iii) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to the increase of Commitments contemplated in this Agreement and as set forth in Section 2.18 of the Credit Agreement shall have occurred and been complied with and that, before and after giving effect to the increase of Commitments contemplated by this Agreement, no Default or Event of Default exists; (iv) a certificate dated as of the Increase Effective Date, signed by Responsible Officers of the Borrower and each Restricted Person certifying that attached thereto is a true and complete copy of (a) its charter (or similar formation document) (or that there have been no changes to its charter (or similar formation document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (b) a good standing certificate from its state of organization dated as of a recent date, (c) its bylaws (or similar governing document) (or that there have been no changes to its bylaws (or similar governing document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (d) resolutions of its board of directors or other governing body approving and authorizing its execution, delivery and performance of this Agreement, Agreement and (e) signature and incumbency certificates of its officers authorized each other document to act as Responsible Officers in connection with this Agreement (or that there have been no changes to the incumbency certificates delivered to Administrative Agent on the Closing Date except as set forth in such certificate); andbe executed by it hereunder; (v) a favorable opinion of each of (a) Xxxxxx & Xxxxxxx LLP, counsel to the Restricted Persons, and (b) the General Counsel delivery of ETPtrue and complete copies of the Organic Documents of the Consignee and each Guarantor; (c) the delivery of the incumbency and signatures of the officers of the Consignee and each Guarantor authorized to act with respect to this Agreement and each other document executed by it; (d) the delivery of copies of proper Uniform Commercial Code amendment and/or termination statements, LLCif any, necessary to assign or terminate all Liens and other rights of any Person in any Collateral previously granted by the Consignee to Scotiabank; (e) the delivery of certified copies of Uniform Commercial Code search reports, or a similar search report certified by a party acceptable to Scotiabank, dated a date reasonably near to the date hereof, listing all effective financing statements which name the Consignee (under its trade names, present name and any previous names) as the debtor and which are filed in the jurisdictions in which filings were made pursuant to clause (d) above, together with copies of such financing statements (none of which shall cover any Collateral); (f) the delivery of the opinion of Ropes & Xxxx LLP, counsel for the Consignee and the Guarantors, in each case form and substance acceptable to Scotiabank; (g) the delivery of insurance certificates in form and substance reasonably satisfactory acceptable to Scotiabank and showing Xxxxxxx Sachs Credit Partners L.P. as loss payee and as an additional insured; and (h) the Administrative Agent, relating to this delivery of the Intercreditor Agreement and any Restricted Persons’ consent to this Agreement, addressed to the Administrative Agent and each Lender, satisfaction or waiver of the conditions set forth in Section 3.1 of the American Achievement Credit Agreement and the Borrower hereby requests such counsel to deliver such opinion. (b) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent payable pursuant to the terms concurrent funding of the Credit Agreement to the extent invoiced at least one (1) day prior to the Increase Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Increase Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)initial loans thereunder. (c) The Incremental Commitment Lenders shall have received at least three (3) Business Days prior to the Increase Effective Date, to the extent requested at least five (5) days prior to the Increase Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The date on which such conditions have been satisfied (or waived) is referred to herein as the “Increase Effective Date”.

Agreement Effectiveness. The effectiveness of This Agreement shall be and become ----------------------- effective on the date (the "Effective Date") on which the Borrower, the Lenders and the Agent shall have executed and delivered this Agreement is subject to and the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received (or, in the case of Sections 4.1(e), (f) and (g), the Agent shall be satisfied that such conditions are met) all of the following, each duly executed and dated the Effective Date (or such earlier date as shall be satisfactory to the Agent) in form and substance satisfactory to the Agent: (a) the opinion of Sidley & Austin, legal counsel to the Borrower covering the matters referred to in Sections 5.1 through 5.5, 5.7 and 5.8 of this Agreement and such additional matters as the Agent or Required Lenders may reasonably require; (b) copies of resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of the Credit Documents to which it is a party, certified by the Secretary or Assistant Secretary of the Borrower; (c) specimen signatures of the persons authorized to execute Credit Documents on the Borrower's behalf, certified by the Secretary or Assistant Secretary of the Borrower; (d) payment of all fees then due and owing to the Agent and each Lender under Section 3.1; (e) all legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Required Lenders and no event having a Material Adverse Effect shall have occurred since December 31, 1998; (f) evidence, reasonably satisfactory to the Administrative Agent: , that (i) an original counterpart all outstanding Debt under the Existing Credit Agreements have been, or concurrently with the issuance of this Agreementthe initial Loans will be, duly executed by the Borrower, each other Restricted Person (other than ETP GP paid in full and Regency GP), the Incremental Commitment Lenders which constitute the Majority Lenders and acknowledged by the Administrative Agent and each LC Issuer; (ii) a Note (all commitments under the Existing Credit Agreements have been or replacement Note, as applicable) executed by concurrently with the Borrower in favor of each Incremental Commitment Lender requesting the same reasonably in advance issuance of the Increase Effective Date; (iii) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to the increase of Commitments contemplated in this Agreement and as set forth in Section 2.18 of the Credit Agreement shall have occurred and been complied with and that, before and after giving effect to the increase of Commitments contemplated by this Agreement, no Default or Event of Default exists; (iv) a certificate dated as of the Increase Effective Date, signed by Responsible Officers of the Borrower and each Restricted Person certifying that attached thereto is a true and complete copy of (a) its charter (or similar formation document) (or that there have been no changes to its charter (or similar formation document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (b) a good standing certificate from its state of organization dated as of a recent date, (c) its bylaws (or similar governing document) (or that there have been no changes to its bylaws (or similar governing document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (d) resolutions of its board of directors or other governing body approving and authorizing its execution, delivery and performance of this Agreement, and (e) signature and incumbency certificates of its officers authorized to act as Responsible Officers in connection with this Agreement (or that there have been no changes to the incumbency certificates delivered to Administrative Agent on the Closing Date except as set forth in such certificate)initial Loans will be terminated; and (vg) a favorable opinion of each of (a) Xxxxxx & Xxxxxxx LLP, counsel to there shall not have been any material disruption in the Restricted Persons, and (b) the General Counsel of ETP, LLCcapital markets generally which could, in each case in form and substance reasonably satisfactory to the Administrative reasonable good faith determination of the Agent, relating have a materially adverse effect on the ability to this Agreement and extend, or maintain any Restricted Persons’ consent commitment to this Agreementextend, addressed to at the Administrative Agent and each Lendertime contemplated hereby, and the Borrower hereby requests such counsel to deliver such opinion. (b) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent payable pursuant to the terms senior bank financing of the Credit Agreement to the extent invoiced at least one (1) day prior to the Increase Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred type contemplated hereby or to be incurred by it through syndicate the Increase Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)same. (c) The Incremental Commitment Lenders shall have received at least three (3) Business Days prior to the Increase Effective Date, to the extent requested at least five (5) days prior to the Increase Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The date on which such conditions have been satisfied (or waived) is referred to herein as the “Increase Effective Date”.

Agreement Effectiveness. The effectiveness agreement of this Agreement is Scotiabank to make the initial consignment of Gold shall be subject to the prior or concurrent satisfaction of each of the following conditions precedentprecedent set forth below: (a) The Administrative Agent shall have received all the delivery of resolutions of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) an original counterpart Board of this Agreement, duly executed by the Borrower, each other Restricted Person (other than ETP GP and Regency GP), the Incremental Commitment Lenders which constitute the Majority Lenders and acknowledged by the Administrative Agent and each LC Issuer; (ii) a Note (or replacement Note, as applicable) executed by the Borrower in favor of each Incremental Commitment Lender requesting the same reasonably in advance Directors of the Increase Effective Date; (iii) a certificate dated as of Consignee and the Increase Effective Date, signed by a Responsible Officer of Guarantor then in full force and effect authorizing the Borrower certifying that each of the conditions to the increase of Commitments contemplated in this Agreement and as set forth in Section 2.18 of the Credit Agreement shall have occurred and been complied with and that, before and after giving effect to the increase of Commitments contemplated by this Agreement, no Default or Event of Default exists; (iv) a certificate dated as of the Increase Effective Date, signed by Responsible Officers of the Borrower and each Restricted Person certifying that attached thereto is a true and complete copy of (a) its charter (or similar formation document) (or that there have been no changes to its charter (or similar formation document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (b) a good standing certificate from its state of organization dated as of a recent date, (c) its bylaws (or similar governing document) (or that there have been no changes to its bylaws (or similar governing document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (d) resolutions of its board of directors or other governing body approving and authorizing its execution, delivery and performance of this Agreement, Agreement and (e) signature and incumbency certificates of its officers authorized each other document to act as Responsible Officers in connection with this Agreement (or that there have been no changes to the incumbency certificates delivered to Administrative Agent on the Closing Date except as set forth in such certificate); andbe executed by it hereunder; (v) a favorable opinion of each of (a) Xxxxxx & Xxxxxxx LLP, counsel to the Restricted Persons, and (b) the General Counsel delivery of ETPtrue and complete copies of the Organic Documents of the Consignee and the Guarantor; (c) the delivery of the incumbency and signatures of the officers of the Consignee and the Guarantor authorized to act with respect to this Agreement and each other document executed by it; (d) the delivery of acknowledgment copies (or other evidence satisfactory to Scotiabank) of properly filed Uniform Commercial Code financing statements (Form UCC-1) dated a date reasonably near to the date hereof, LLCnaming Commemorative Brands, Inc., as the consignee and The Bank of Nova Scotia as the consignor or other similar instruments or documents, flied under the Uniform Commercial Code of all jurisdictions as may be necessary or, in each case the opinion of Scotiabank, desirable to perfect the interest of Scotiabank pursuant to the terms of this Agreement. (e) the delivery of executed copies of proper Uniform Commercial Code Form UCC-3 amendment and/or termination statements, if any, necessary to assign or terminate all Liens and other rights of any Person in any Collateral previously granted by the Consignee to Scotiabank; (f) the delivery of certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-1), or a similar search report certified by a party acceptable to Scotiabank, dated a date reasonably near to the date hereof, listing all effective financing statements which name the Consignee (under its trade names, present name and any previous names) as the debtor and which are filed in the jurisdictions in which filings were made pursuant to CLAUSE (D) above, together with copies of such financing statements (none of which shall cover any Collateral); (g) the delivery of the opinion of Xxxxxxx Xxxx & Xxxxx LLP counsel for the Consignee and Guarantor in form and substance acceptable to Scotiabank; (h) the delivery of insurance certificates in form and substance reasonably satisfactory acceptable to Scotiabank and showing Xxxxxx Financial Inc. as loss payee and as an additional insured; and (i) the Administrative Agent, relating to this delivery of the Intercreditor Agreement and any Restricted Persons’ consent to this Agreement, addressed to the Administrative Agent and each Lender, satisfaction or waiver of the conditions set forth in Section 7.1 of the Xxxxxx-CBI Credit Agreement and the Borrower hereby requests such counsel to deliver such opinion. (b) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent payable pursuant to the terms concurrent funding of the Credit Agreement to the extent invoiced at least one (1) day prior to the Increase Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Increase Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)initial loans thereunder. (c) The Incremental Commitment Lenders shall have received at least three (3) Business Days prior to the Increase Effective Date, to the extent requested at least five (5) days prior to the Increase Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The date on which such conditions have been satisfied (or waived) is referred to herein as the “Increase Effective Date”.

Agreement Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received all of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) an original counterpart of this Agreement, duly executed by the Borrower, each other Restricted Person (other than ETP GP and Regency GP), the Incremental Commitment Lenders which constitute the Majority Lenders Lender and acknowledged by the Administrative Agent and each LC IssuerAgent; (ii) a Note (or replacement Note, as applicable) executed by the Borrower in favor of each the Incremental Commitment Lender requesting (solely to the same extent the Incremental Commitment Lender requests the same) reasonably in advance of the Increase Effective Date; (iii) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to the increase of Commitments contemplated in this Agreement and as set forth in Section 2.18 2.12 of the Credit Agreement shall have occurred and been complied with and that, before and after giving effect to the increase of Commitments contemplated by this Agreement, that no Default or Event of Default existsshall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iv) a certificate dated as of the Increase Effective Date, signed by Responsible Officers of the Borrower and each Restricted Person certifying that attached thereto is a true and complete copy of (a) its charter (or similar formation document) (or that there have been no changes to its charter (or similar formation document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (b) a good standing certificate from its state of organization dated as of a recent date, (c) its bylaws (or similar governing document) (or that there have been no changes to its bylaws (or similar governing document) since delivery thereof to Administrative Agent on the Closing Date except as attached to such certificate), (d) resolutions of its board of directors or other governing body approving and authorizing its execution, delivery and performance of this Agreement, and (e) signature and incumbency certificates of its officers authorized to act as Responsible Officers in connection with this Agreement (or that there have been no changes to the incumbency certificates delivered to Administrative Agent on the Closing Date except as set forth in such certificate); (v) a solvency certificate substantially in the form of Exhibit D to the Credit Agreement (revised to reflect the requirements of this Section 5(a)(v) and accounting for the consummation of the transactions contemplated hereby) by the Chief Financial Officer of the Borrower; and (vvi) a favorable opinion of each of (a) Xxxxxx & Xxxxxxx LLP, counsel to the Restricted Persons, and (b) the General Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, relating to this Agreement and any Restricted Persons’ consent to this Agreement, addressed to the Administrative Agent and each Lender, and the Borrower hereby requests such counsel to deliver such opinion. (b) The Borrower shall have paid all fees required to be paid to the Lenders and the Administrative Agent on or before the Closing Date and all other reasonable fees and expenses, including all fees, charges and disbursements of counsel to the Administrative Agent payable pursuant to the terms of the Credit Agreement to the extent invoiced at least one (1) day prior to the Increase Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Increase Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (c) The Incremental Commitment Lenders Lender shall have received at least three (3) Business Days prior to the Increase Effective Date, to the extent requested at least five (5) days prior to the Increase Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The date on which such conditions have been satisfied (or waived) is referred to herein as the “Increase Effective Date”.