Conditions of Effectiveness of Amendment and Restatement Sample Clauses
Conditions of Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as AMERICAS/2024709756.8 Lululemon Credit Agreement (2025) of the date (the “Effective Date”) on which the following conditions precedent are satisfied (or waived in accordance with Section 11.01):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii) Notes, if requested by a Lender at least three Business Days prior to the Effective Date, executed by each Borrower in favor of such ▇▇▇▇▇▇;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization;
(v) a favorable opinion of (A) Holland & Knight LLP, special New York, Delaware and Nevada counsel to the Loan Parties and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special Canadian counsel to the Company, LACI and LCHI, each addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since February 2, 2025 that has had or would be reasonably expected to have, either individually or in the aggregate, ...
Conditions of Effectiveness of Amendment and Restatement. Section 1 of this Amendment and Restatement shall become effective as of the date first set forth above when each of the following conditions shall have been fulfilled:
(i) all of the Lenders and the Borrower shall have executed and delivered to the Agent a counterpart of this Amendment and Restatement;
(ii) all of the Guarantors shall have executed and delivered the consent to this Amendment and Restatement in substantially the form of Exhibit B attached hereto;
(iii) the representations and warranties set forth in Section 3 hereof shall be true and correct on and as of the date of effectiveness of this Amendment and Restatement as though made on and as of such date; and
(iv) the Borrower shall have delivered an opinion of counsel in form reasonably acceptable to the Agent.
Conditions of Effectiveness of Amendment and Restatement. The effectiveness of the Amendment and Restatement is subject to satisfaction of the following conditions precedent:
(a) The execution and delivery of this Amendment and Restatement by a Responsible Officer of the Company, each other Loan Party, the Lenders (as defined in this Agreement) and the Administrative Agent.
(b) Payment of all fees and expenses and all other amounts owing required to be paid hereunder by the Company, Borrower or any other Loan Party due and payable to counsel to the Administrative Agent set forth in an invoice or invoices provided to Borrower not later than 24 hours prior to the Amendment and Restatement Effective Date.
(c) An officer’s certificate signed by a Responsible Officer of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and Restatement.
(d) The representations and warranties of Borrower and each other Loan Party contained in Article 3 shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.
(e) No Default shall exist on the Amendment and Restatement Effective Date or would result from the effectiveness of this Amendment and Restatement.
(f) The execution and delivery of the Settlement Agreement and Release, dated as of October 17, by a Responsible Officer of the Company and each other party to the Fee Letter.
(g) The Joint Lead Arrangers shall have received a full set of the documentation of the transaction that UBS Securities LLC notified the other Joint Lead Arrangers of by email on May 28, 2008, with certain terms redacted, certified as otherwise full and complete by an authorized officer of Access Industries, Inc.
(h) The Joint Lead Arrangers shall have received a letter, in form and substance satisfactory to the Joint Lead Arrangers, signed by an authorized officer of Access Industries, Inc. representing and warranting that (I) there exists no agreement (other than those provided under paragraph (...
Conditions of Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the date (the “Effective Date”) on which the following conditions precedent are satisfied (or waived in accordance with Section 11.01):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; AMERICAS/2022747386.20
(ii) Notes, if requested by a Lender at least three Business Days prior to the Effective Date, executed by each Borrower in favor of such Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization;
(v) a favorable opinion of (A) DLA Piper LLP (US), special New York, Delaware and Nevada counsel to the Loan Parties and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special Canadian counsel to the Company and ▇▇▇▇ and LCHI, each addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since January 31, 2021 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and
(...
Conditions of Effectiveness of Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first written above when, and only when, the Administrative Agent shall have received (a) from the Borrower, on behalf of each Lender, the upfront fees payable to each Lender, as described in the Invitation to Offer, dated August 16, 1999, from Citibank, (b) counterparts of this Amendment and Restatement, executed by the Borrower and all the Lenders in sufficient quantity for each party to have a fully executed original, (c) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying that attached thereto are true and correct copies of (i) resolutions of the Board of Directors of the Borrower or other corporate approvals required for the due execution, delivery and performance of this Amendment and Restatement and (ii) all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Amendment and Restatement and (d) opinions of counsel to the Borrower and to the Administrative Agent substantially in the forms of Exhibits A- 1 and A-2, respectively, attached hereto up▇▇ ▇▇▇▇▇ ▇▇▇▇ Lender and the Administrative Agent may rely.