Amendment Effective Date Closing Conditions Clause Samples

Amendment Effective Date Closing Conditions. The obligation of the Lender to make the Additional Tranche C Loan on the Amendment Effective Date and to exchange the Tranche A Loan and the Tranche B Loan into a portion of the Tranche C Loan on the Amendment Effective Date shall be subject to the satisfaction or waiver of the conditions precedent set forth below: (a) Borrower shall have executed and delivered to the Lender a Notice of Borrowing, dated no later than the date specified in Section 2.02. (b) Borrower shall have delivered to the Lender the Note, dated the Amendment Effective Date. (c) Borrower shall have delivered to the Lender an executed copy of: (i) a certificate of Borrower, dated the Amendment Effective Date, substantially in the form set forth in Exhibit F hereto together with the attachments specified therein; and (ii) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Amendment Effective Date, in the form and substance reasonably acceptable to Lender. (d) Borrower shall have delivered to the Lender a certificate, dated the Amendment Effective Date, of a senior officer of each Borrower Party (the statements made in which to have been true and correct on and as of the Amendment Effective Date): (i) attaching copies, certified by such officer as true and complete, of each Borrower Party’s certificate of incorporation or other organizational documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of resolutions of the Board of Directors of each Borrower Party authorizing and approving the execution, delivery and performance by each Borrower Party of this Agreement and the other Loan Documents and the transactions contemplated herein and therein; (iii) setting forth the incumbency of the officer or officers of each Borrower Party who executed and delivered this Agreement and the other Loan Documents including therein a signature specimen of each such officer or officers; and (iv) attaching copies, certified by such officer as true and complete, of certificates of the appropriate Governmental Authority of the jurisdiction of formation, stating that Borrower and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Amendment Effective Date (or such earlier date as shall be acceptable to the Lender). (e) The Convertible Lenders shall advance to the Borrower $60,000,000 pursuant to the Convertible Note...