Conditions Precedent; Effectiveness. As provided in Section 3 above, the amendment and restatement of the Existing Credit Agreement contemplated hereby shall become effective, as of the date (the “Restatement Effective Date”) and effective simultaneously with and as of the time of receipt by the Lender Agent of the SP 1 Payoff Amount in the manner described above in Section 2 (“Effective Time”), upon which the following conditions precedent have been satisfied (or waived by the Existing Lenders):
(a) Existing Lenders shall have received reasonably satisfactory evidence that there shall have been no material adverse change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of IHHI and its Subsidiaries, taken as a whole, since September 30, 2012.
(b) On the Restatement Effective Date, the following statements shall be true and the Lender Agent shall have received a certificate signed by a duly authorized officer of the Borrowers and the Amendment Parties, dated the Restatement Effective Date, setting forth the following:
(i) Except as set forth on Schedule 3.12A to the Restated Credit Agreement, there is no pending or (to the knowledge of the Borrowers or the Amendment Parties) threatened action or proceeding affecting the Borrowers or the Amendment Parties or any of their respective Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect.
(ii) Each of the representations and warranties set forth in Sections 5(b) and (c) hereof.
(iii) No event or circumstance shall have occurred that has or reasonably could be expected to have a Material Adverse Effect as to the Borrowers and the Amendment Parties.
(c) The Borrowers shall have paid to the Lender Agent on the Restatement Effective Date:
(i) the SP 1 Payoff Amount for the benefit of SP 1 from the proceeds of the Loans to be disbursed under the Restated Credit Agreement,
(ii) the repurchase price in an aggregate amount equal to $840,868.25, to SP 1 pursuant to the Repurchase Agreement (as defined below) from the proceeds of the Loans to be disbursed under the Restated Credit Agreement, and
(iii) all reasonable and documented invoiced fees and expenses of the Lender Agent and the Existing Lenders (including the reasonable and documented invoiced fees and expenses of counsel to the Lender Agent).
(d) The Lender Agent shall have received on or before the Restatement Effective Date the following in form...
Conditions Precedent; Effectiveness. This Amendment shall ----------------------------------- become effective and be deemed effective as of the date hereof, if, and only if, the Agent shall have received on or before midnight (New York time) on the date hereof executed counterparts of this Amendment executed by the Lessee, the Permitted Sublessees, the Majority Banks and the Agent.
Conditions Precedent; Effectiveness. 8.1 This agreement is subject to the condition precedent that the general meetings of Schaeffler and Vitesco Technologies have each approved this agreement in accordance with Sections 13 para. 1 and 65 para. 1 UmwG with a majority of three quarters of the share capital represented at the respective resolution.
8.2 The Merger shall become effective upon entry in the commercial register at the registered office of Schaeffler.
Conditions Precedent; Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have executed a counterpart of this Amendment and shall have received counterparts of this Amendment executed on behalf of the Company and the Existing Lenders representing the Required Lenders.
(b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Company, confirming, as of the Amendment Effective Date, the accuracy of the representations set forth in Section 3 hereof.
(c) The Administrative Agent shall have received a copy of the Amended Bank of America Intercreditor Agreement, executed by each of the parties thereto, and copies, certified by a Financial Officer, of the New Bank of America Credit Agreement and all guarantee and security documentation related to the New Bank of America Credit Agreement, all as in effect on the Amendment Effective Date.
(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that all Liens on the assets and properties of the Specified Subsidiaries securing obligations under the IDB Credit Agreement or any other Loan Document (as defined in the IDB Credit Agreement) have been released, and copies of properly completed UCC terminations statements terminating each of the UCC financing statements previously filed by the WC Collateral Agent (as defined in the IDB Credit Agreement) with respect to assets and properties of the Specified Subsidiaries.
(e) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Specified Subsidiaries have ceased to be party to the IDB Credit Agreement, the other Loan Documents (as defined in the IDB Credit Agreement) and the IDB Intercreditor Agreement. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the foregoing conditions precedent shall have been satisfied.
Conditions Precedent; Effectiveness. (a) The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(i) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company and the Required Lenders;
(ii) the Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed By: a responsible officer of the Company, confirming the accuracy of the representations and warranties set forth in Section 3 hereof; and
(iii) the Administrative Agent shall have received all amounts due and payable to it on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid By: the Company under the Credit Agreement or this Amendment.
(b) This Amendment shall become effective as of the first date (the "Second Amendment Effective Date") on which the conditions precedent set forth in paragraph (a) of this Section shall have been satisfied. The Administrative Agent shall notify the Company and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.
Conditions Precedent; Effectiveness. (a) The effectiveness of this Supplement is subject to the satisfaction of the following conditions precedent: [[NYCORP:2687405v2:4454W:03/05/07--03:39 p]]
(i) the Administrative Agent shall have executed a counterpart of this Supplement and shall have received counterparts of this Supplement executed on behalf of (A) the Borrower, (B) the Existing Term Lenders holding more than 50% in principal amount of the Term Loans outstanding immediately prior to the effectiveness hereof and (C) the Existing Tranche A LC Lenders having Tranche A LC Exposure and unused Tranche A LC Commitments representing more than 50% of the sum of the total Tranche A LC Exposures and unused Tranche A LC Commitments outstanding immediately prior to the effectiveness hereof; and
(ii) the Replacement Payments referred to in Section 5 hereof shall have been made in full.
(b) Subject to the satisfaction of the conditions precedent set forth in paragraph (a) above, this Supplement shall become effective (the date of such effectiveness being referred to herein as the “Supplement Effective Date”) on the Pricing Amendment Effective Date.
Conditions Precedent; Effectiveness. (a) This First Amendment shall become effective as of the date hereof when the Administrative Agent shall have received:
(i) Counterparts hereof duly executed by the Company and the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party).
(ii) The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.
(b) This First Amendment shall cease to be effective on July 15, 2003, if each of the following events shall not have occurred on or before such date:
(i) The Administrative Agent shall have received a fully executed and completed copy of the 2003 Indenture.
(ii) The 2003 Senior Subordinated Notes shall have been issued pursuant to the 2003 Indenture and as otherwise permitted by the Credit Agreement, as amended hereby.
Conditions Precedent; Effectiveness. (a) This Second Amendment shall become effective as of the date hereof when the Administrative Agent shall have received counterparts hereof duly executed by the Company and the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party).
Conditions Precedent; Effectiveness. 2.3.1 Save as all of the Lenders may otherwise agree in writing with the Borrower following the Borrower's written request, this Agreement shall be effective as of the Effective Date.
2.3.2 Save as all of the Lenders may otherwise agree in writing with the Borrower upon the Borrower's written request, the Borrower shall not deliver any Notice of Drawdown under this Agreement until the Effective Date.
2.3.3 The satisfaction of the conditions listed in Schedule 3 (Conditions Precedent) is solely for the benefit of the Lenders, who will be entitled to waive such conditions by the agreement of all of the Lenders without the prior consent of the Borrower.
Conditions Precedent; Effectiveness. Section 3.1 The Company shall furnish to the Trustee, in form and substance reasonably satisfactory to the Trustee:
(a) all documents required pursuant to Sections 9.02 and 9.03 of the Indenture and addressing the matters required pursuant to such Sections; and
(b) all documents required pursuant to Section 15.03 of the Indenture and addressing the matters required pursuant to such Section.
Section 3.2 This Supplemental Indenture shall become effective upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors and the Trustee.
