Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent:
(a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender:
(i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent;
(ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower;
(iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower;
(viii) favorable opinions of:
(A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and
(B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;
(ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and
(x) such other approvals, opinions and documents as any Lender, thro...
Conditions Precedent to Amendment Effective Date. Sections 2 and 3 of this Amendment shall become effective on the date (such date, the “Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
4.1 The Administrative Agent shall have received from Lenders constituting Required Lenders, the Parent Guarantor, and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person.
4.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
4.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. The Administrative Agent is hereby authorized and directed to declare the Amendment Effective Date to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Conditions Precedent to Amendment Effective Date. This Amendment shall be and become effective as of date hereof (the “Amendment Effective Date”) when all of the conditions set forth in this Section 3 shall have been satisfied:
Conditions Precedent to Amendment Effective Date. The provisions of Article II of this Amendment No. 1 shall not become effective unless and until all of the following conditions precedent shall have been satisfied or waived on or before the Amendment Effective Date:
(a) The Borrowers shall have reimbursed the Agent for any outstanding costs, fees and expenses reimbursable pursuant to the Loan Documents (including, without limitation, legal fees and expenses relating to this Amendment No. 1).
(b) The representations and warranties of the Borrowers contained in Article III hereof shall be true and correct in all material respects at and as of the Amendment Effective Date as if made at and as of such dates except for representations and warranties made as of a specific date which shall be true and correct in all material respects as of such specific date.
(c) All corporate and other proceedings taken or to be taken in connection with this Amendment No. 1 and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Agent.
(d) The Agent shall have received such opinions of counsel to Vitesse as to the Warrants and the Warrant Shares as may have been requested by the Agent, in form and substance reasonably satisfactory to the Agent.
(e) The Lenders shall have received the Payout Amount under and as defined in the Consent Letter.
(f) The Sale Closing Date shall have occurred on or before November 20, 2007. For the avoidance of doubt, the provisions of Article II shall not be effective if all of the Obligations (including without limitation, accrued and unpaid cash and PIK interest and the Make-Whole Amount with respect to all of the Loans) have been prepaid in full by 1:00 pm Los Angeles time on the Amendment Effective Date.
Conditions Precedent to Amendment Effective Date. The satisfaction (or waiver in writing by Agent) of each of the following conditions precedent shall constitute conditions precedent to the effectiveness of the Amendment:
Conditions Precedent to Amendment Effective Date. 1. This Amendment shall become effective on June 2, 1997 (the "Amendment Effective Date"), so long as each of the following conditions shall have been met to the satisfaction of the Senior Managing Agents on or prior to the Amendment Effective Date:
Conditions Precedent to Amendment Effective Date. The amendments to the Credit Agreement set forth in Section 2 hereof shall become effective on the date (such date, the “Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
5.1 The Administrative Agent shall have received from each Lender, the Parent Guarantor, and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person.
5.2 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. The Administrative Agent is hereby authorized and directed to declare the effectiveness of the Amendment Effective Date when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Conditions Precedent to Amendment Effective Date. The amendments to the Existing Credit Agreement set forth in this Amendment shall become effective on and as of the first date (the “Amendment Effective Date”) on which the Administrative Agent determines in its sole and absolute discretion that the following conditions precedent have been satisfied, and the obligation of any Term B Lender to make a Term B Loan under Section 1.1(b) is subject to the satisfaction of such conditions precedent on or concurrently with the Amendment Effective Date:
(a) Each of the parties hereto shall have executed and delivered counterparts of this Amendment.
(b) The RSA Effective Date (as defined in the Restructuring Support Agreement) shall have occurred prior to or simultaneous with the Amendment Effective Date.
(c) The Administrative Agent shall have received on or before the Amendment Effective Date the following, each dated such day (unless otherwise specified) and in form and substance reasonably satisfactory to the Administrative Agent:
(i) Notes with respect to the Term B Facility and the Revolving Credit Facility, duly executed and delivered by the Borrower and payable to the order of the Lenders, evidencing the cumulative Term B Loan principal balance and the aggregate Revolving Credit Commitments after giving effect to the Loans and increases in Commitments occurring on the Amendment Effective Date.
(ii) An amendment to the Intercreditor Agreement in the form attached as Exhibit C to the Restructuring Support Agreement, duly executed and delivered by the Loan Parties, the Administrative Agent, the Second Lien Administrative Agent, the First Lien Collateral Agent and the Second Lien Administrative Agent.
(iii) Completed requests for information or similar search reports, dated on or before the Amendment Effective Date, listing all effective financing statements filed in the jurisdictions where the Loan Parties are incorporated or in which the Projects are located that name any Loan Party as debtor, together with copies thereof.
(iv) Certified copies of any Material Contract not previously delivered to the Administrative Agent.
(v) Evidence that all action that the Administrative Agent and the First Lien Collateral Agent deem reasonably necessary in order to perfect and protect the first priority liens and security interests securing the First Lien Obligations in accordance with the First Lien Security Agreement has been taken;
(vi) With respect to the Liens granted pursuant to the First Lien Refinancing Mortgages:
(...
Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date, and the agreement of each Lender to extensions of credit requested to be made by it hereunder, are subject to the satisfaction of the following conditions precedent:
Conditions Precedent to Amendment Effective Date. This Amendment shall become effective as of the date first written above (the "AMENDMENT EFFECTIVE DATE") upon satisfaction of each of the following conditions:
