Common use of Conditions Precedent to Agreement Clause in Contracts

Conditions Precedent to Agreement. This Amendment shall become effective only upon satisfaction in full in the reasonable judgment of the Agent of each of the following conditions: (a) Agent shall have received an amendment to the Newcastle Note in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect. (b) Agent shall have received a certificate from the Secretary of each Borrower attesting to the incumbency and signatures of specific officers of such Borrower authorized to execute Loan Documents. (c) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, on and as of such earlier date). (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender. (e) Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all Lender Group Expenses then payable pursuant to Section 17.10 of the Credit Agreement. (f) No Default or Event of Default shall have occurred and be continuing on the effective date of this Amendment, nor shall either result immediately after the consummation of the transactions contemplated herein. (g) Agent shall have received payment in full in immediately available funds of the Amendment Fee described in Section 4 of this Amendment.

Conditions Precedent to Agreement. This Amendment shall become effective only upon satisfaction in full in the reasonable judgment The obligation of the Agent of each of Lender to enter into and perform this Agreement and to make Revolving Credit Loans is subject to the following conditionsconditions precedent: (a) Agent Lender shall have received an amendment two (2) originals of this Agreement, the Certificate of Validity and all other Loan Documents required to be executed and delivered at or before Closing (other than the Newcastle Note in form and substance satisfactory Note, as to Agentwhich Lender shall receive only one original), duly executed by the parties theretoBorrower and any other required Persons, and the same shall be in full force and effectas applicable. (b) Agent Lender shall have received a certificate from all searches and good standing certificates required by Section 3.5. (c) Borrower shall have complied and shall then be in compliance with all the Secretary terms, covenants and conditions of each Borrower attesting to the incumbency and signatures of specific officers of such Borrower authorized to execute Loan Documents. (cd) After There shall have occurred and be continuing no Event of Default and no event which, with the giving effect to this Amendmentof notice or the lapse of time, the or both, could constitute such an Event of Default. (e) The representations and warranties herein and contained in the Credit Agreement and the other Loan Documents Article IV shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that any such representations and warranties relate speak solely as to an earlier date, on a specified date or are affected by transactions occurring after the date hereof and as of such earlier datespecifically permitted hereunder). (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender. (e) Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all Lender Group Expenses then payable pursuant to Section 17.10 of the Credit Agreement. (f) No Default or Event of Default shall have occurred and be continuing on the effective date of this Amendment, nor shall either result immediately after the consummation of the transactions contemplated herein. (g) Agent Lender shall have received payment in full in immediately available funds copies of all board of directors resolutions of Borrower and other action taken by Borrower to authorize the execution, delivery and performance of the Amendment Fee described in Section 4 Loan Documents and the borrowing of this Amendment.the Loan under the Loan Documents, as well as the names and signatures of the officers of Borrower authorized to execute documents on its behalf in

Conditions Precedent to Agreement. This Amendment shall become effective only upon satisfaction in full in the reasonable judgment of the Agent of each of the following conditions: (a) Agent shall have received an amendment to the Newcastle Note Note, in form and substance satisfactory to Agent, and duly executed and delivered by the parties thereto. (b) Agent shall have received the amendment to the fee letter attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Borrower and the same shall be in full force and effect. (b) Agent shall have received a certificate from the Secretary of each Borrower attesting to the incumbency and signatures of specific officers of such Borrower authorized to execute Loan Documents. (c) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, on and as of such earlier date). (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender. (e) Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all Lender Group Expenses then payable pursuant to Section 17.10 of the Credit Agreement. (f) No Default or Event of Default shall have occurred and be continuing on the effective date of this Amendment, nor shall either result immediately after the consummation of the transactions contemplated herein. (g) Agent shall have received payment in full in immediately available funds of the Amendment Fee described in Section 4 of this Amendment.

Conditions Precedent to Agreement. This Amendment shall become effective only upon The satisfaction in full in the reasonable judgment of the Agent of each of the following conditions--------------------------------- following, unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the effectiveness of this Agreement and each and every provision hereof: (a) Agent Foothill shall have received an amendment to the Newcastle Note in form and substance satisfactory to Agentthis Agreement, duly executed by the parties theretohereto, and the same shall be in full force and effect.; (b) Agent Foothill shall have received (1) a certificate from the Secretary of each Borrower attesting fully executed Amendment Number One to the incumbency Trademark Security Agreement and signatures of specific officers of such Borrower authorized (2) additional fully executed Patent Security Agreements in form and substance satisfactory to execute Loan Documents.Foothill; (c) After giving effect to this AmendmentNo Default or Event of Default shall have occurred and be continuing on the date hereof, or shall result from the consummation of the transactions contemplated herein; (d) Each of the representations and warranties herein and contained in the Credit Loan Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereofeffectiveness hereof (as modified by the revised Exhibits and Schedules attached hereto), as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, on and as of such date except for such representations or warranties that are made expressly as of an earlier date).; (de) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority governmental authority against any Borrower, Agent, or any Lender. (e) Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all Lender Group Expenses then payable pursuant to Section 17.10 of the Credit Agreement.party hereto; and (f) No Default or Event of Default shall have occurred and be continuing on the effective date of this Amendment, nor shall either result immediately after the consummation of the transactions contemplated herein. (g) Agent Foothill shall have received payment all expenses and costs incurred by Foothill in full in immediately available funds of the Amendment Fee described in Section 4 of entering into this AmendmentAgreement, including attorney's fees.