Conditions Precedent and Effectiveness. It shall be a condition precedent to the effectiveness of this Agreement that the Lender has received all of the following documents and other evidence in form and substance satisfactory to the Lender:
2.1 The following documents in respect of the Obligors:
(a) A copy of the constitutional documents of each Obligor.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
(ii) authorizing a specified person or persons to execute this Agreement on its behalf;
(iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with this Agreement; and
(iv) in the case of a Guarantor, resolving that it is in the best interests of the relevant guarantor to enter into the transactions contemplated by this Agreement.
(c) A specimen of the signature of each person authorized by the resolution referred to in paragraph (b) above.
(d) A certificate of an authorized signatory of the relevant Obligor certifying that each copy document relating to it specified in this Clause 2 (Conditions Precedent and Effectiveness) is correct, complete and in full force and effect as at a date no earlier than the Effective Date.
2.2 A duly executed original of this Agreement.
2.3 Evidence that any interest payable by the Borrower under the Facility Agreement (other than the July Interest Payment) has been paid.
2.4 A copy of any other Authorization or other document, opinion or assurance which the Lender considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Document.
2.5 Evidence that all costs and expenses of the Lender (including professional fees) incurred prior to the Effective Date in connection with the Group, the Finance Documents and this Agreement have been paid by the Borrowers.
Conditions Precedent and Effectiveness. This Amendment shall be effective as of the date first above written, upon the occurrence of the following events:
3.1. delivery to the Agent of this Amendment duly executed by the Seller in a quantity sufficient that the Agent and the Seller may each have a fully executed original;
3.2. delivery to the Agent of a certificate by the Secretary or Assistant Secretary of the Seller (i) certifying that the resolutions adopted by the Seller’s board of directors on September 12, 2016, remain in full force and effect, authorizing the Seller to enter into this Amendment, (ii) certifying that there has been no amendment to the Articles of Incorporation of the Seller since true and accurate copies of the same were delivered to the Agent as of November 12, 2008, (iii) certifying that there has been no amendment to the By-Laws of Seller since true and accurate copies of the same were delivered to the Agent as of November 12, 2008, and (iv) a certification as to the incumbency, names, titles, and signatures of the officers of the Seller authorized to execute this Amendment and the other instruments executed by the Seller in connection with this Amendment; and
3.3. delivery to the Agent of such other documents as it may reasonably request.
Conditions Precedent and Effectiveness. This Amendment shall be effective as of the date first above written, upon the occurrence of the following events:
3.1. delivery to the Buyer of this Amendment duly executed by the Seller in a quantity sufficient that the Buyer and the Seller may each have a fully executed original of each such document;
3.2. delivery to the Buyer of a resolution of the Seller’s board of directors, certified as of the date of this Amendment by its corporate secretary, authorizing the execution, delivery, and performance of this Amendment and all other agreements, instruments, certificates, and other documents required in connection herewith (collectively, the “Amendment Documents”), which certificate shall also certify as to the incumbency of the officers executing the Amendment Documents on behalf of the Seller; and
3.3. delivery to the Buyer of such other documents as it may reasonably request.
Conditions Precedent and Effectiveness. This Amendment shall be effective as of the date first above written, upon the occurrence of the following events:
3.1. delivery to the Agent of this Amendment duly executed by the Seller in a quantity sufficient that the Agent and the Seller may each have a fully executed original;
3.2. delivery to the Agent of a certificate of the corporate secretary of the Seller certifying (a) that the resolutions adopted by the Seller’s board of directors on November 18, 2005, authorizing execution, delivery and performance of the credit facilities, remain in full force and effect and that no further approval of the Seller’s board of directors is required in connection with the execution, delivery, and performance of this Amendment, (b) as to the incumbency of the officers executing this Amendment on behalf of the Seller, and (c) that there has been no change to the Seller’s articles of incorporation or bylaws since copies of the same were delivered to the Agent on or about November 12, 2008; and
3.3. delivery to the Agent of such other documents as it may reasonably request.
Conditions Precedent and Effectiveness. This Amendment shall be effective as of the date first above written, upon the occurrence of the following events:
3.1. delivery to the Agent of this Amendment duly executed by the Seller in a quantity sufficient that the Agent and the Seller may each have a fully executed original of each such document;
3.2. delivery to the Agent of such other documents as it may reasonably request; and
3.3. the Agent shall have received payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Repurchase Agreement and this Amendment.
Conditions Precedent and Effectiveness. It shall be a condition precedent to the effectiveness of this Agreement that the Lender has received all of the following documents and other evidence in form and substance satisfactory to the Lender:
2.1 The following documents in respect of the Obligors:
(a) A copy of the constitutional documents of each Obligor.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
(ii) authorizing a specified person or persons to execute this Agreement on its behalf;
(iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with this Agreement; and
(iv) in the case of a Guarantor, resolving that it is in the best interests of the relevant guarantor to enter into the transactions contemplated by this Agreement.
(c) A specimen of the signature of each person authorized by the resolution referred to in paragraph (b) above.
(d) A certificate of an authorized signatory of the relevant Obligor certifying that each copy document relating to it specified in this Clause 2 (Conditions Precedent and Effectiveness) is correct, complete and in full force and effect as at a date no earlier than the Effective Date.
2.2 A duly executed original of this Agreement.
2.3 Evidence that any interest payable by the Borrower under the Facility Agreement (other than the March Interest Payment) has been paid.
2.4 A copy of any other Authorization or other document, opinion or assurance which the Lender considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Document.
Conditions Precedent and Effectiveness. The Covenant Waiver shall be effective as of the date (the “Waiver Effective Date”) that Xxxxxxxx and Xxxxx confirm in writing to the Company that each of the following conditions precedent have been complied with to their reasonable satisfaction:
a) the Company shall have paid the interest due on December 15, 2011 under the 2016 Indenture by no later than the Waiver Effective Date;
b) copies of all corporate approvals of the Company which are required for the approval of the terms of, and the transactions contemplated by, and the execution, delivery and performance of this Waiver shall have been delivered to Xxxxxxxx and Xxxxx;
c) a specimen of the signature of each person authorised on behalf of the Company to execute this Waiver shall have been delivered to Xxxxxxxx and Xxxxx;
d) a certificate of an authorized signatory of the Company certifying that each copy of any document provided in connection with this Waiver as a condition precedent is correct, complete and in full force and effect as at the Waiver Effective Date shall have been delivered to Xxxxxxxx and Xxxxx.
e) the Advisors to the Ad Hoc Noteholders shall have received all fees and other amounts due and payable to them, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses in connection with this Waiver;
f) the Company shall have paid the Waiver Fee to the Paying Agent; and
g) the holders of a majority in principal amount of the Company’s 6.25% Guaranteed Senior Notes due 2017, also represented by Xxxxxxxx and Xxxxx, shall have confirmed their agreement to deliver a waiver in substantially the same form as this Waiver, also effective as of the Waiver Effective Date. In the event that the Waiver Effective Date has not occurred by January 14, 2012, this Waiver shall be of no force or effect and no term or condition herein shall be binding on any of the parties, unless otherwise agreed to in writing between the parties.
Conditions Precedent and Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Collateral Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto.
Conditions Precedent and Effectiveness. This First Amendment shall not be effective until: (a) the First Amendment to AFB Acquisition Credit Agreement has been executed and delivered by the Required Lenders thereof; (b) the Second Amendment to Original Credit Agreement has been executed and delivered by the Required Lenders thereof; (c) this First Amendment has been executed and delivered by Texas Commerce Bank National Association, acting in its capacity as the Original Administrative Agent (and in such capacity as Administrative Agent for the Combined Lenders) and on behalf of the Original Lenders and as the AFB Administrative Agent and on behalf of the AFB Lenders; and (d) this First Amendment has been joined and delivered by the Company.
Conditions Precedent and Effectiveness. This Amendment shall be effective as of the date first above written (except that, as to the amendments to the financial covenants set forth in Sections 17.12, 17.13, 17.14 and 17.15 of the Repurchase Agreement, this Amendment shall be effective retroactively to September 30, 2009), upon the occurrence of the following events:
3.1. delivery to the Agent of this Amendment duly executed by the Seller in a quantity sufficient that the Agent and the Seller may each have a fully executed original of each such document;
3.2. delivery to the Agent of a resolution of the Seller’s board of directors, certified as of the date of this Amendment by its corporate secretary, authorizing the execution, delivery, and performance of this Amendment and all other agreements, instruments, certificates, and other documents required in connection herewith (collectively, the “Amendment Documents”), which certificate shall also certify as to the incumbency of the officers executing the Amendment Documents on behalf of the Seller;
3.3. a separate Assignment, duly executed by Comerica Bank and by Guaranty Bank;
3.4. delivery to the Agent of such other documents as it may reasonably request; and
3.5. The Agent shall have received payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Repurchase Agreement and the Amendment Documents..
