Conditions of Effectiveness of Amendments Sample Clauses

Conditions of Effectiveness of Amendments. This Amendment and the amendments to the Credit Agreement set forth in Section 1 shall become effective on the first date (such date, the “Second Amendment Effective Date”) when each of the conditions set forth in this Section 2 shall have been satisfied:
Sample 1See All (8)
AutoNDA by SimpleDocs
Conditions of Effectiveness of Amendments. The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:
Sample 1Sample 2
Conditions of Effectiveness of Amendments. The amendments to the Credit Agreement set forth in Section 1 shall become effective on the date (the “Third Amendment Effective Date”) when each of the conditions set forth in this Section 3 shall have been satisfied and this Amendment, including the waivers and agreements set forth in Section 2(b), shall become effective on the date (the “Waiver Effective Date”) when the conditions set forth in Section 3(a)(i) below shall have been satisfied:
Sample 1
Conditions of Effectiveness of Amendments. The effectiveness of each and all of the modifications contained in the Amendment is subject to the satisfaction, in form and substance satisfactory to the Agent, of each of the following conditions precedent: A. Agent shall have received four (4) duplicate original counterparts of this Amendment executed by Borrower, Lenders and Agent. B. Agent shall have received a secretarial certificate of the Borrower in a form reasonably acceptable to Agent, certifying that the organizational documents and the incumbency of officers of the Borrower previously delivered to Agent are true and correct as of the date of execution hereof. C. As of the effective date of this Amendment, no Default or Event of Default shall have occurred and be continuing. D. The representations and warranties contained in Section 3 hereof and in the Credit Agreement shall be true, correct and complete as of the effective date of this Amendment as though made on such date. E. The Agent shall have received all fees for the benefit of the Lenders and itself as agent as set forth in that certain fee letter dated August 15, 2007 by the Agent.
Sample 1
Conditions of Effectiveness of Amendments. The amendments to the Existing Agreement set forth in Section 1 hereof shall become effective as of the date hereof when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Required Lenders, the Issuing Banks and the Administrative Agent (in sufficient quantity for each party to have a fully executed original).
Sample 1
Conditions of Effectiveness of Amendments. The amendments to the Existing Agreement set forth in Section 1 hereof shall become effective as of the date hereof when, and only when, the Agent shall have received (a) counterparts of this Amendment executed by each of the Company, the Banks and the Agent, (b) the consent of the Guarantor, in substantially the form of Exhibit A hereto, duly executed by an authorized officer of the Guarantor, (c) the upfront fee payable by the Company pursuant to that certain fee letter agreement, dated the date hereof, between the Company and Union Bank, and (d) all of the following documents, each document being dated the date of receipt thereof by the Agent (which date shall be the same for all such documents), in form and substance reasonably satisfactory to the Agent: (i) an amendment to the Mortgage, in substantially the form of Exhibit B hereto, duly executed by each of the parties thereto and in recordable form (the “Mortgage Amendment”) (the Banks hereby consent to such amendment and authorize and direct the Agent to execute and deliver such amendment on behalf of the Secured Parties); (ii) Notes payable to the order of the Banks, duly executed by the Company, in an aggregate principal amount equal to the outstanding principal amount of the Loans (after giving effect to the Additional Loan), which Notes shall replace the Notes executed and delivered by the Company on the Closing Date; (iii) certified copies of the resolutions of the Board of Directors of the Company establishing the authority of the Company to execute, deliver and perform this Amendment, and all other documents evidencing other necessary action with respect thereto; (iv) a certificate by an Authorized Officer of the Company certifying the name, incumbency and signature of each individual authorized to sign, on behalf of the Company, this Amendment and the other documents or certificates to be delivered pursuant hereto; (v) certified copies of the Articles of Incorporation and By-Laws of the Company, together with all amendments thereto; (vi) good standing certificates with respect to the Company issued no earlier than ten (10) days prior to the date hereof; (vii) originals (or copies certified by an Authorized Officer of the Company to be true, correct and complete copies) of all Government Approvals required under applicable Laws in connection with the transactions contemplated by this Amendment; (viii) an amendment and bring-down endorsement to the title insurance policy issued by the Title In...
Sample 1
Conditions of Effectiveness of Amendments. This Amendment and the amendments to the Credit Agreement set forth herein shall become effective as of the date when, and only when, each of the following conditions shall have been fulfilled to the satisfaction of the Administrative Agent: (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers and the Required Lenders; (b) the Administrative Agent shall have received a certificate signed by a duly authorized officer of each of the Borrowers stating that: (x) the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate; and (y) no event has occurred and is continuing that constitutes a Default or Event of Default; and (c) the Administrative Agent shall have received an executed risk participation agreement in form and substance reasonably satisfactory to the Administrative Agent from each Non-Qualifying French Lender.
Sample 1
AutoNDA by SimpleDocs

Related to Conditions of Effectiveness of Amendments

  • Conditions to Effectiveness of Amendment (a) The amendments set forth in Part I of this Amendment (other than the amendments solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “First Effective Date”): (i) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (A) Holdings, (B) the Borrower and (C) the Required Lenders; (ii) The Borrower shall have paid all fees and expenses of the Administrative Agent, including the reasonable fees and expenses of counsel to the Administrative Agent; (iii) After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing; and (iv) The Administrative Agent shall have received such fees as separately agreed between the Administrative Agent (or any of its Affiliates) and the Borrower. (b) The amendments set forth in Part II of this Amendment (together with the amendments set forth in Part I solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Second Effective Date”): (i) The conditions set forth in Section 10(a) above shall have been satisfied; and (ii) (A) The IPO shall have been consummated on or before September 30, 2004, and (B) the Borrower shall have purchased, retired or redeemed (or made arrangements satisfactory to the Administrative Agent to do so; it being understood that open market purchases, a cash tender offer pursuant to documents provided to the Administrative Agent on or before the Second Effective Date and arrangements for redemptions pursuant to the Senior Subordinated Note Indenture are all satisfactory to the Administrative Agent) the Loans or the Senior Subordinated Notes in an aggregate principal amount not less than $75,000,000. (c) The amendment set forth in Part III of this Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Third Effective Date”): (i) The conditions set forth in Section 10(a) above shall have been satisfied; and (ii) The Administrative Agent (or its counsel) shall have received (after giving effect to any assignments entered into pursuant to Section 2.20) a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of the Lenders with Term Loan Commitments. (d) The Administrative Agent shall notify the Borrower and each Lender (via IntraLinks or such other means reasonably determined by the Administrative Agent) of the occurrence of the First Effective Date, the Second Effective Date and the Third Effective Date.

  • Effectiveness of Amendments The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

  • Conditions to Effectiveness of Agreement The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “Restatement Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) the Borrower, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of the conditions precedent set forth in Article IV of the Restated Credit Agreement shall have been satisfied or waived. (c) The Borrower shall have paid all amounts due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant to the Loan Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (e) No Default or Event of Default shall have occurred and be continuing on the Restatement Date.

  • Conditions Precedent to Effectiveness of Amendment This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders; (b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.

  • Conditions of Effectiveness This Amendment shall become effective as of the date first above written when, and only when, each of the following conditions has been fulfilled: (a) The Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Bank, the Agent and the Issuing Bank, and (ii) the following, each dated the date hereof (except otherwise specified below), in form and substance satisfactory to the Agent and each Bank (except where otherwise specified below) and in sufficient quantity for each party to have a fully executed original: (A) the consent of AES, substantially in the form of Exhibit A hereto, duly executed by an authorized officer of AES; (B) certified copies of the resolutions of the Board of Directors (or comparable governing body) of AES NY authorizing the Borrower to enter into this Amendment, and of all documents evidencing other necessary action (partnership, limited liability company or otherwise) and Governmental Approvals, if any, with respect to this Amendment; (C) a certificate of AES NY certifying the names, true signatures and incumbency of the officers of AES NY authorized to sign this Amendment and the other documents to be delivered hereunder; (D) copies of the certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, as applicable, of the Borrower and AES NY, together with all amendments thereto, in each case certified in a manner satisfactory to the Agent; (E) good standing certificates in respect of the Borrower and AES NY from its jurisdiction of organization and each jurisdiction in which it is qualified to do business as partnership or limited liability company, as the case may be, in each case dated no earlier than 10 days prior to the date hereof; (F) a favorable opinion of Xxxxxxxxxx & Xxxxx LLP, special New York counsel to the Borrower and AES NY, in substantially the form of Exhibit B hereto; and (G) such other approvals, certificates, opinions and documents as the Agent may reasonably request. (b) The following statements shall be true and the Agent shall have received a certificate of the Borrower, dated the date hereof and in sufficient copies for each Bank, stating that: (i) each Loan Document Representation and Warranty is true and correct on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of such date (with each reference in the Loan Documents to the Existing Agreement being deemed to be a reference to this Amendment and the Amended Agreement), and (ii) no Default has occurred and is continuing, both before and after giving effect to the transactions contemplated by this Amendment. (c) The following statement shall be true and the Agent shall have received a certificate of AES, dated the date hereof and in sufficient copies for each Bank, stating that: the representations and warranties set forth in Section 5 of the Guaranty are true and correct on and as of the date hereof with the same effect as though made on and as of such date. (d) All fees payable on or prior to the date hereof pursuant to the letter agreement, dated April 16, 2003, between the Agent and the Borrower, and all amounts payable pursuant to Section 11.02 of the Existing Agreement for which invoices have been delivered to the Borrower on or prior to the date hereof, shall have been paid in full or arrangements satisfactory to the Agent shall have been made to cause them to be paid in full on such date. (e) All Governmental Approvals necessary in connection with this Amendment and the transactions contemplated hereby shall have been obtained and be in full force and effect. All third party approvals necessary or, in the judgment of the Agent, advisable in connection with this Amendment and the transactions contemplated hereby shall have been obtained and be in full force and effect. All such Governmental Approvals and third party approvals, if any, shall be in form and substance satisfactory to the Agent.

  • Effectiveness of Amendment This Amendment and the amendments contained herein shall become effective on the date (the “First Amendment Effective Date”) when each of the conditions set forth below shall have been fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes, in each case, as required by the Supplement and Joinder (all of the foregoing, collectively, the “Modification Documents”). (b) Before and after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) Before and after giving effect to this Amendment, all representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct at the First Amendment Effective Date as if made on and as of such First Amendment Effective Date, or, to the extent such representations or warranties are expressly stated to be made as of a particular date, such representations and warranties are true and correct as of such date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment and the other Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment, the other Modification Documents and the other Loan Documents related hereto and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of Winston & Xxxxxx LLP, special counsel to the Loan Parties, and favorable written opinions of local counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the other documents required hereby and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in which the chief executive office of each such Person is located and in the other jurisdictions reasonably requested by the Administrative Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) No change shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect. (h) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to the Administrative Agent and its counsel, and all legal matters incident to this Amendment and the other Modification Documents must be satisfactory to the Administrative Agent’s counsel. (i) Payment by the Borrower in immediately available funds of the fees agreed to in the Fee Letter and the fees and expenses required to be paid by Section 10 of this Amendment. (j) Satisfaction of the conditions precedent to effectiveness of the Supplement and Joinder, in accordance with the terms and conditions set forth therein.

  • Conditions to Effectiveness of Extensions As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

  • Conditions to Effectiveness of Extension Notwithstanding the foregoing, (x) no more than two (2) extensions of each Maturity Date shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.25 shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) the Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions, if any are otherwise required, adopted by each Borrower approving or consenting to such extension.

  • Conditions to Effectiveness of this Amendment This Amendment shall --------------------------------------------- become effective when the Agent shall have received at least thirteen (13) counterparts of this Amendment, duly executed by the Company and the Required Lenders, provided the following conditions are satisfied: (a) Before and after giving effect to this Amendment, the representations and warranties of the Company in Section 3 of the Credit Agreement, Section 5 of the Pledge and Security Agreement and Section 4 of the Servicing Security Agreement, of NCFC in Section 15 of the Guaranty, and of NCCC in Section 15 of the NCCC Guaranty shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (b) Before and after giving effect to this Amendment, no Event of Default and no Unmatured Event of Default shall have occurred and be continuing. (c) No material adverse change in the business, assets, financial condition or prospects of the Company or NCFC shall have occurred since May 26, 1999. (d) The Agent shall have received the following, each duly executed or certified, as the case may be, and dated as of the date of delivery thereof: (i) copy of resolutions of the Board of Directors of the Company, certified by its respective Secretary or Assistant Secretary, authorizing or ratifying the execution, delivery and performance of this Amendment; (ii) a certified copy of any amendment or restatement of the Articles of Incorporation or the By-laws of the Company made or entered following the date of the most recent certified copies thereof furnished to the Lenders; (iii) certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment; (iv) a Reaffirmation of NCFC Guaranty duly executed by NCFC; (v) a Reaffirmation of NCCC Guaranty duly executed by NCCC; and (vi) such other documents, instruments, opinions and approvals as the Agent may reasonably request. (e) The Agent shall have received the amendment fee required by Section 8.16 of the Credit Agreement.

  • Conditions Precedent to Effectiveness of Agreement Section 3.1 The effectiveness of this Agreement is subject to (i) the satisfaction of the conditions set forth in Section 3.2 of this Agreement and (ii) that Agent shall have received a duly executed counterpart of this Agreement from Borrower and all Lenders. Section 3.2 The effectiveness of this Agreement is subject to the satisfaction of the following conditions: (a) Agent shall have received a reaffirmation of guaranty from HHG in the form attached hereto as Exhibit A; (b) Borrower shall have paid all fees and other amounts due and payable by it under the Loan Agreement, including to the extent invoiced, fees, costs and expenses owing to Xxxxxx & Xxxxxxx LLP, under any other Financing Agreement or under the Fee Letter; and (c) Agent shall have received a Secretary’s Certificate of the Borrower and HHG certifying the passage and continued effectiveness of resolutions from the Borrower and HHG approving the transactions contemplated by this Agreement and the incumbency of the officers executing this Agreement and the documents delivered in connection therewith, in each case in form and substance satisfactory to the Agent. (d) The Agent shall have received, for the account of each Incremental Lender, the payment of a commitment fee equal to 5.0% of each Incremental Lender’s Incremental Commitment. (e) The representations and warranties contained in this Agreement shall be true and correct in all material respects. (f) Each Incremental Lender which is not also an Existing Lender shall have received from Borrower all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. (g) Agent and the Incremental Lenders shall have received the following legal opinions and documents: (x) executed legal opinions of Xxxxxxx XxXxxxxxx LLP, special counsel to the Borrower and HHG, and Ice Xxxxxx, special Indiana counsel to the Borrower and HHG, as required by Section 2.3(c)(iii) of the Loan Agreement (including an opinion as to no conflicts with Indebtedness), (y) a certificate executed by a senior officer of the Borrower and HHG certifying that all of the conditions precedent to the making of the Loans set forth in Section 4.2 of the Loan Agreement shall be satisfied as of the date of the increase in the Maximum Credit contemplated by this Agreement, both before and after giving effect to such increase, and (z) all other documents reasonably requested by the Agent in connection with this Agreement, in each case in form and substance satisfactory to the Agent.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!