Common use of Conditions Precedent/Effectiveness Conditions Clause in Contracts

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon satisfaction of the following conditions precedent (all documents to be in form and substance satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by Bxxxxxxxx; (b) Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner, member or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and the Other Documents, (ii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto or a certification that the Organizational Documents of such Borrower have not been amended or modified since last delivered to Agent and Lenders, as applicable, and (iii) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than 30 days prior to the date hereof, issued by the Secretary of State or other appropriate official of each such jurisdiction; and (c) Execution and/or delivery of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon (the “Effective Date”) the satisfaction of each of the following conditions precedent (all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent’s counsel): (a) a. Administrative Agent shall have received this Amendment fully duly executed by BxxxxxxxxLenders and all Loan Parties; (b) b. Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officerfully-executed Precious Metals Master Consignment Agreement, partner, member or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) the incumbency hereof, by and signature of the officers of such Borrower authorized to execute this Amendment and the Other Documents, (ii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto or a certification that the Organizational Documents of such Borrower have not been amended or modified since last delivered to Agent and Lendersamong BMO, as applicableconsignor, and (iii) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s business activities or the ownership of its properties necessitates qualificationXxxxx Xxxxxxxx, Inc., as evidenced by good standing certificate(s) (or consignee, together with any other documents, instruments and agreements executed in connection therewith; c. Administrative Agent shall have received the equivalent thereof issued by any applicable jurisdiction) fully-executed Intercreditor Letter Agreement, dated not more than 30 days prior to as of the date hereof, issued by and among BMO and Administrative Agent; d. Payment of the Secretary fees and expenses described Section 6 below incurred through the Effective Date; e. After giving effect to this Amendment, no Potential Default or Event of State or other appropriate official of each such jurisdictionDefault shall have occurred and be continuing; f. The representations and warranties set forth herein must be true and correct in all material respects; and (c) g. Execution and/or delivery of all other agreements, instruments and documents requested by Administrative Agent to effectuate and implement the terms hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon satisfaction the occurrence of the following conditions precedent (all documents to be precedent, each in form and substance satisfactory to Agent and Agent’s counsel(the “Effective Date”): (a) Agent shall have received Agent’s receipt of this Amendment fully executed by Bxxxxxxxxthe Borrowers; (b) Agent’s receipt of a fully executed amendment to the PNC Credit Agreement in form and substance satisfactory to the Agent; (c) Agent shall have received a secretary and incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, a certificate of no change to either the Secretary organizational documents of each Borrower, or Assistant Secretary (or other equivalent officer, partner, member or manager) authorizing resolutions of each Borrower in form authorizing the execution of this Amendment and substance satisfactory the transactions contemplated herein from those previously delivered to Agent and attaching authorizing resolutions from EVINE authorizing this Amendment; LEGAL_US_E # 130335065.2 (d) Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof which shall certify Effective Date, stating that (i) all representations and warranties set forth in the incumbency and signature of the officers of such Borrower authorized to execute this Amendment Loan Agreement and the Other DocumentsDocuments are true and correct in all material respects on and as of such date after giving effect to this Amendment, except to the extent such representation or warranty was expressly made as of an earlier date, in which case, such representation and warranty was true and correct in all material respects on and as of such earlier date, (ii) copies of the Organizational Documents of such each Borrower as in effect is on such date, complete date in compliance in all material respects with all amendments thereto or a certification that the Organizational terms and provisions set forth in the Loan Agreement and the Other Documents of such Borrower have not been amended or modified since last delivered to Agent and Lenders, as applicable, and (iii) the good standing (on such date no Default or equivalent status) Event of such Borrower in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s business activities Default has occurred or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than 30 days prior to the date hereof, issued by the Secretary of State or other appropriate official of each such jurisdictionis continuing; and (ce) Execution and/or delivery Agent’s receipt of all such other agreements, instruments and documents requested by as Agent or counsel to effectuate and implement the terms hereofAgent may reasonably request.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”) (all documents to be in form and substance reasonably satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by Bxxxxxxxxthe Borrowers; (b) Agent shall have received a certificate fully executed Subordination Agreement with AMREP; (c) Agent shall have received a fully executed Settlement Agreement and all documents, instruments, and agreements relating thereto; (d) Agent shall have received resolutions of the Secretary board of directors or Assistant Secretary members, as applicable, of Kable Distribution, Palm Coast, and AMREP approving the terms of the Bxxxx Settlement; (or other equivalent officer, partner, member or managere) Agent shall have received a final copy of each Borrower of the Distribution Agreements; (f) Agent shall have received copies of the documentation evidencing the merger of Kable Specialty Packaging Services LLC with and into Kable Product; (g) All documents, instruments and information required to be delivered hereunder shall be in form and substance reasonably satisfactory to Agent dated and Agent’s counsel; (h) Agent shall have received such other documents as of the date hereof which shall certify (i) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and the Other Documents, (ii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto Agent or a certification that the Organizational Documents of such Borrower have not been amended or modified since last delivered counsel to Agent and Lenders, as applicable, and (iii) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than 30 days prior to the date hereof, issued by the Secretary of State or other appropriate official of each such jurisdictionmay reasonably request; and (ci) Execution and/or delivery No Default or Event of all other agreementsDefault shall have occurred and be continuing, instruments both prior and documents requested by Agent after giving effect to effectuate and implement the terms hereofof this Amendment.