Condition Precedent to Effectiveness of this Agreement. This Agreement shall become effective as of the date (the “Amendment Effective Date”) upon which Agent shall notify Borrower in writing that Agent has received one or more counterparts of this Agreement duly executed and delivered by Borrower, Agent and Lenders, in form and substance satisfactory to Agent and Lenders.
Condition Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the conditions precedent that the Borrower shall have notified the Administrative Agent of the proposed Effective Date and the Administrative Agent shall have received, on or prior to December 1, 2006, the following, each (unless otherwise specified below) dated the date of such effectiveness, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender (whereupon the Administrative Agent shall notify the Borrower and the Lenders that the Effective Date has occurred):
(a) The A Notes payable to the order of the Lenders, respectively.
(b) Certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes.
(c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the Borrower's certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes.
(d) A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower.
(e) A favorable opinion of Xxxxxxx X. Xxxxxxx, Esq., General Counsel of the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(f) A favorable opinion of Shearman & Sterling LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto.
(g) A certificate of a senior officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
Condition Precedent to Effectiveness of this Agreement. This Agreement and the Forbearance shall become effective upon satisfaction or waiver of each of the following conditions (the date on which such condition is satisfied or waived, the “Agreement Effective Date”):
(a) the parties to this Agreement receiving counterparts of this Agreement duly executed by (i) the Loan Parties and (ii) Lenders who collectively constitute the Requisite Lenders; and
(b) entry into each of the Other Forbearance Agreements, which shall be in form and substance acceptable to the Requisite Lenders, acting in their sole discretion.
Condition Precedent to Effectiveness of this Agreement. This Agreement shall be effective upon satisfaction of each of the following conditions:
(a) This Agreement shall have been executed by the Account Party and the LC Issuer;
(b) The LC Issuer shall have opened the LC Collateral Account with the LC Issuer;
(c) The Court presiding over the Bankruptcy Case shall have granted its approval of this Agreement (the “Order”), the Liens granted hereunder as first priority Liens and the other transactions contemplated hereby, which approval shall be in form and substance reasonably satisfactory to the LC Issuer;
(d) All “know your customer” requirements of the LC Issuer shall have been satisfied relative to the Account Party and transactions contemplated hereby;
(e) The Account Party shall have executed and delivered an account control agreement with respect to the LC Collateral Account in form and substance reasonably satisfactory to the LC Issuer;
(f) All necessary consents, if any, to this Agreement and other Transaction Documents shall have been obtained and shall be in full force and effect; and
(g) The Account Party shall have delivered a closing certificate certifying as to satisfaction of certain conditions hereunder, a good standing certificate, incumbency certificate, certified board resolutions, certified organizational documents and such other documentation and information as the LC Issuer shall require.
Condition Precedent to Effectiveness of this Agreement. This ------------------------------------------------------ Agreement shall be effective as of June 27, 2000 if on or before June 29, 2000 the Agent shall have received the following, in form and substance satisfactory to the Agent and in sufficient copies for each Lender:
(a) Certified copies of all documents of the Borrower evidencing necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower and each LC Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder (including, without limitation, Letter of Credit applications and agreements).
(c) A favorable opinion of Borrower's General Counsel or Associate General Counsel, substantially in the form of Exhibit C hereto, and as to such other matters as any Lender through the Agent may reasonably request.
(d) A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form of Exhibit D hereto.
(e) Such other approvals, opinions or documents as the Agent may reasonably request.
Condition Precedent to Effectiveness of this Agreement. This Agreement shall become effective on the date of satisfaction of each of the following conditions (the date on which such conditions are satisfied, the “Agreement Effective Date”):
Condition Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) On or prior to the date hereof, the Borrower shall have executed and delivered to the Agent this Agreement and the Notes;
(b) On or prior to the date hereof, the Guarantors shall have executed and delivered to the Agent the Guaranty;
(c) On or prior to the date hereof, the Agent shall have received a favorable legal opinion of counsel to the Borrower covering the transactions contemplated by this Agreement, in form, scope and substance satisfactory to the Agent;
(d) The Agent shall have received certified resolutions of the Borrower and the Guarantor authorizing the execution of all documents and instruments contemplated by this Agreement;
(e) The Agent shall have received all fees, charges and expenses which are due and payable as specified in this Agreement and any Loan Documents;
(f) On or prior to the date hereof, the Agent shall have received the organizational and governance documents, as amended, of the Borrower and each Guarantor, and the Agent's counsel shall have reviewed the foregoing documents and is satisfied with the validity, due authorization and enforceability thereof;
(g) The Borrower shall have delivered to the Agent an insurance certificate detailing all insurance coverage for the Borrower and the Subsidiaries; and
(h) The Borrower shall have delivered to the Agent a true and correct copy of the line of credit payoff letter issued to Borrower by C.X.
Condition Precedent to Effectiveness of this Agreement. This Agreement and the Forbearance shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by each of the Supporting Lenders and the Agent (the date on which such conditions are satisfied or waived, the “Agreement Effective Date”):
(a) The parties to this Agreement shall have received counterparts of this Agreement duly executed by the Loan Parties, the lenders constituting the Required Lenders and the Agent;
(b) The Borrower shall have made the payments required to be made pursuant to Section 4.02 above;
(c) Each of the representations and warranties in Article III of the Credit Agreement (except for Sections 3.06 and 3.19 of the Credit Agreement) is true and correct in all material respects, as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date in which case they will be true and correct in all material respects as of such earlier date;
(d) Other than the Specified Defaults, there is no Default or Event of Default under the Loan Documents; and
(e) The Support Agreement shall have been duly executed by all parties thereto and shall be in full force and effect.
Condition Precedent to Effectiveness of this Agreement. This Agreement and the Forbearance shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by each of the Supporting Lenders and the Agent (the date on which such conditions are satisfied or waived, the “Agreement Effective Date”):
(a) The parties to this Agreement shall have received counterparts of this Agreement duly executed by the Loan Parties, the lenders constituting the Required Lenders and the Agent;
(b) Each of the representations and warranties in Article III of the Credit Agreement (except for Sections 3.06 and 3.19 of the Credit Agreement) is true and correct in all material respects, as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date in which case they will be true and correct in all material respects as of such earlier date; and
(c) Other than the Specified Default, there is no Default or Event of Default under the Loan Documents.
Condition Precedent to Effectiveness of this Agreement. This Agreement shall become effective upon Agent’s notification to Borrower in writing that Agent has received one or more counterparts of this Agreement duly executed and delivered by the Borrower, the Agent and the Lenders, in form and substance satisfactory to Agent and Lenders.
