Common use of Amendment Effective Date; Conditions Precedent Clause in Contracts

Amendment Effective Date; Conditions Precedent. This Amendment, the Specified Commitment Increase and the Commitment Termination shall become effective on the date (the “Amendment Effective Date”; for purposes of Section 2.15 of the Credit Agreement, the Amendment Effective Date shall be the Commitment Increase Effective Date with respect to the Specified Commitment Increase provided for herein) on which the following conditions have been satisfied: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Amendment executed by the Obligors, the Lenders, the Administrative Agent and the Issuing Banks; (ii) a Notice of Commitment Increase with respect to the Specified Commitment Increase delivered by the Borrowers to the Administrative Agent at least five (5) Business Days prior to the Amendment Effective Date; (iii) Revolving Credit Notes executed by the Borrowers and payable to each Lender requesting (at least one Business Day prior to the Amendment Effective Date) a Revolving Credit Note, duly completed and executed by the Borrowers and dated the Amendment Effective Date; (iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the Amendment Effective Date, certifying that (A) the representations and warranties set forth in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of, and as if such representations and warranties were made on, the Amendment Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing on the Amendment Effective Date; (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the Amendment Effective Date and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of this Amendment and, in the case of a Borrower, the borrowing of Loans by such Borrower under the Credit Agreement, as amended by this Amendment, and (II) authorizing officers of such Obligor to execute and deliver this Amendment and any related documents, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (vi) (A) a certificate of the secretary or an assistant secretary of each of WIL, WIL-Switzerland and WII, dated the Amendment Effective Date and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Amendment Effective Date from (A) Fulbright & Xxxxxxxx L.L.P., special United States counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL, (C) Xxxxx & XxXxxxxx, special Swiss counsel to WIL-Switzerland, (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, and (E) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (viii) to the extent available, copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Amendment Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect; (b) If, on the Amendment Effective Date, any Eurocurrency Loans have been funded, then the Borrowers shall have paid any breakage fees or costs or other amounts owing under the Credit Agreement in connection with the breakage or reallocation of such outstanding Eurocurrency Loans in accordance with Section 2.13 of the Credit Agreement; and (c) The Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Amendment Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Amendment Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 of the Credit Agreement or any other Loan Document.

Amendment Effective Date; Conditions Precedent. This Amendment, the Specified Commitment Increase and the Commitment Termination Amendment shall only become effective on the date (the “Amendment Effective Date”; for purposes of Section 2.15 of the Credit Agreement, the Amendment Effective Date shall be the Commitment Increase Effective Date with respect to the Specified Commitment Increase provided for herein) on which each of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Amendment executed by the Obligors, the Lenders, the Administrative Agent Obligor Parties and the Issuing BanksRequired Lenders; (ii) from each Obligor other than Xxxxxxxxxxx Capital Management Services Limited Liability Company and Weatherford Investments Holding B.V., for which liquidation proceedings have already commenced, a Notice of Commitment Increase with respect to Reaffirmation in the Specified Commitment Increase delivered by form attached hereto as Annex I (the Borrowers to the Administrative Agent at least five (5) Business Days prior to the Amendment Effective Date;“Reaffirmation”); and (iii) Revolving Credit Notes counterparts of the Intercreditor Agreement executed by the Borrowers and payable to each Lender requesting (at least one Business Day prior to the Amendment Effective Date) a Revolving Credit Note, duly completed and executed by the Borrowers and dated the Amendment Effective Date; (iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the Amendment Effective Date, certifying that (A) the representations and warranties set forth in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of, and as if such representations and warranties were made on, the Amendment Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing on the Amendment Effective Date; (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the Amendment Effective Date and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of this Amendment and, in the case of a Borrower, the borrowing of Loans by such Borrower under the Credit Agreement, as amended by this Amendment, and (II) authorizing officers of such Obligor to execute and deliver this Amendment and any related documents, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (vi) (A) a certificate of the secretary or an assistant secretary of each of WIL, WIL-Switzerland and WII, dated the Amendment Effective Date and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Amendment Effective Date from (A) Fulbright & Xxxxxxxx L.L.P., special United States counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL, (C) Xxxxx & XxXxxxxx, special Swiss counsel to WIL-Switzerland, (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, and (E) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (viii) to the extent available, copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Amendment Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effectparty thereto; (b) If, on the occurrence of the “Effective Date” under and as defined in the 364-Day Revolving Credit Agreement; (c) the occurrence of the “Amendment Effective Date, any Eurocurrency Loans have been funded, then the Borrowers shall have paid any breakage fees or costs or other amounts owing ” under the Credit Agreement and as defined in connection with the breakage or reallocation of such outstanding Eurocurrency Loans in accordance with Section 2.13 of the Amendment No. 3 to Amended and Restated Credit Agreement; and (cd) The Borrowers the Obligor Parties shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Amendment Effective Date, Date and (ii) to the extent invoiced at or before 10:00 a.m.1:00 p.m., New York City time, on the Business Day immediately prior to the Amendment Effective Date, all fees and out-of of-pocket expenses required to be reimbursed or paid by the Borrowers Obligor Parties pursuant to Section 11.03 of the Credit Agreement or any other Loan DocumentDocument (including, to the extent invoiced, reimbursement of fees and expenses of the Administrative Agent’s counsels).

Amendment Effective Date; Conditions Precedent. This Amendment, the Specified Commitment Increase Maturity Date Extension and the Commitment Termination Specified Assignments shall become effective on the date (the “Amendment Effective Date”; for purposes of Section 2.15 of the Credit Agreement, the Amendment Effective Date shall be the Commitment Increase Effective Date with respect to the Specified Commitment Increase provided for herein) on which the following conditions have been satisfied: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Amendment executed by the Obligors, the Departing Lenders, the Approving Lenders, the Administrative Agent and the Issuing Banks; (ii) a Notice of Commitment Increase with respect to the Specified Commitment Increase delivered by the Borrowers to the Administrative Agent at least five (5) Business Days prior to the Amendment Effective Date; (iii) Revolving Credit Notes executed by the Borrowers and payable to each Approving Lender requesting (at least one Business Day prior to the Amendment Effective Date) a Revolving Credit Note, duly completed and executed by the Borrowers and dated the Amendment Effective Date; (iviii) a certificate of a Responsible Officer of WIL-SwitzerlandIreland, dated the Amendment Effective Date, certifying that (A) the representations and warranties set forth in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of, and as if such representations and warranties were made on, the Amendment Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct as of such earlier date) and ), (B) no Default or Event of Default has occurred and is continuing on the Amendment Effective Date;, (C) no material adverse change, since the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent pursuant to Section 7.01(b) of the Credit Agreement, in the financial condition, business or operations of WIL-Ireland and it Subsidiaries, taken as a whole; and (viv) a certificate of the secretary or secretary, an assistant secretary or other responsible officer of each Obligor, dated the Amendment Effective Date and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation or formation and bylaws or operating agreement or other organizational documents, each as amended and in effect, of such Obligor Obligor, (B) true and complete copies of the resolutions adopted by the Board of Directors Directors, the managers or the members, as applicable, of such Obligor (I1) authorizing the execution, delivery and performance by such Obligor of this Amendment and, in the case of a Borrower, the borrowing of Loans by such Borrower under the Credit Agreement, as amended by this Amendment, and (II2) authorizing officers of such Obligor to execute and deliver this Amendment and any related documents, and including any agreement contemplated by this Amendment, (BC) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; , and (viD) (A) a certificate of the secretary or an assistant secretary of each of WIL, WIL-Switzerland and WII, dated the Amendment Effective Date and certifying the incumbency and specimen signatures of the officers of such Obligor executing this Amendment or any documents other Loan Document on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Amendment Effective Date from (A) Fulbright & Xxxxxxxx L.L.P., special United States counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL, (C) Xxxxx & XxXxxxxx, special Swiss counsel to WIL-Switzerland, (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, and (E) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (viii) to the extent available, copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Amendment Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect;. (b) If, on the Amendment Effective Date, any Eurocurrency Loans have been funded, then the Borrowers shall have paid any breakage fees or costs or other amounts owing under the Credit Agreement in connection with the breakage or reallocation of such outstanding Eurocurrency Loans in accordance with Section 2.13 of the Credit Agreement; and (c) The Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid on or prior to the Amendment Effective Date, and (ii) to the extent invoiced at or before 10:00 a.m., New York City time, on the Amendment Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 of the Credit Agreement or any other Loan Document.

Amendment Effective Date; Conditions Precedent. This Amendment, the Specified Commitment Increase and the Commitment Termination Amendment shall become effective on the date (the “Amendment Effective Date”; for purposes of Section 2.15 of the Credit Agreement, the Amendment Effective Date shall be the Commitment Increase Effective Date with respect to the Specified Commitment Increase provided for herein) on which the following conditions have been satisfied:satisfied or waived (the “Amendment No. 2 Effective Date”): (a) The the Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Amendment executed by the ObligorsBorrower, the Lenderseach other Loan Party, the Administrative Agent Agent, each of the Required Lenders and each of the Issuing BanksLenders increasing its Commitment pursuant to this Amendment; (ii) a Notice of Commitment Increase with respect to the Specified Commitment Increase delivered by the Borrowers to the Administrative Agent at least five (5) Business Days prior to the Amendment Effective Date; (iii) Revolving Credit Notes executed by the Borrowers and payable to each Lender requesting (at least one Business Day prior to the Amendment Effective Date) a Revolving Credit Note, duly completed and executed by the Borrowers and dated the Amendment Effective Date; (iv) a certificate of a Responsible Officer of WIL-Switzerland, dated the Amendment Effective Date, certifying that (Ab) the representations and warranties contained in Section 4 hereof shall be true and correct; (c) Xxxxxxxx shall have delivered to the Administrative Agent a certificate of Xxxxxxxx dated as of the date hereof signed by an Authorized Officer of Xxxxxxxx (i) certifying that, both immediately before and after giving effect to this Amendment, that the representations and warranties as set forth in Article VI paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied and (ii) attaching resolutions of Borrower’s governing body authorizing the increase in the Aggregate Commitments and the other Loan Documents are true transactions contemplated herein and correct in all material respects as of, and as if Xxxxxxxx’s ability to borrow after giving effect to such representations and warranties were made on, the Amendment Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing on the Amendment Effective Dateincrease; (vd) a certificate of the secretary or an assistant secretary of each Obligor, dated the Amendment Effective Date and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (I) authorizing the execution, delivery and performance by such Obligor of this Amendment and, in the case of a Borrower, the borrowing of Loans by such Borrower under the Credit Agreement, as amended by this Amendment, and (II) authorizing officers of such Obligor to execute and deliver this Amendment and any related documents, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (vi) (A) a certificate of the secretary or an assistant secretary of each of WIL, WIL-Switzerland and WII, dated the Amendment Effective Date and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents on its behalf; (vii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Amendment Effective Date from (A) Fulbright & Xxxxxxxx L.L.P., special United States counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to WIL, (C) Xxxxx & XxXxxxxx, special Swiss counsel to WIL-Switzerland, (D) Szakaly Law Firm, special Hungarian counsel to HOC and WCMS, and (E) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (viii) to the extent available, copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Amendment Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect; (b) If, on the Amendment Effective Date, any Eurocurrency Loans have been funded, then the Borrowers shall have paid any breakage fees or costs or received all other amounts owing under the Credit Agreement in connection with the breakage or reallocation of such outstanding Eurocurrency Loans in accordance with Section 2.13 of the Credit Agreement; and (c) The Borrowers shall have paid (i) to the Administrative Agent, the Lead Arrangers and the Lenders, as applicable, all fees and other amounts agreed upon by such parties to be paid due and payable on or prior to the Amendment No. 2 Effective Date, including, (i) the fees and reimbursements contemplated to be paid to the Administrative Agent pursuant to that certain fee letter, dated as of the date hereof, between the Borrower and the Administrative Agent and (ii) to the extent invoiced at invoiced, reimbursement or before 10:00 a.m., New York City time, on the Amendment Effective Date, payment of all out-of pocket reasonable expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 of Borrower under the Credit Agreement or any (including, without limitation, the reasonable and documented out-of-pocket fees and expenses of Xxxxxx Xxxxxx LLP, counsel to the Administrative Agent); and (e) the Administrative Agent shall have received such other Loan Documentdocuments, instruments and agreements as the Administrative Agent shall reasonably request.