Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower:
(i) executed counterparts of this Agreement satisfying the requirements of Section 11.10;
(ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and
(iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.
(b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.
(c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date.
(d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Respons...
Conditions Precedent to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfactory) (or waived in accordance with Section 8.01):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) All fees and other amounts then due and payable by the Consolidated Group to the Administrative Agent, the Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date and to the extent such amounts are payable on or prior to the Effective Date.
(c) The Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date:
(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party;
(ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower;
(iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and
(iv) A favorable opinion letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case relating to the Borrower and its Subsidiaries, including the Borrower. The Ad...
Conditions Precedent to Effective Date. The effectiveness of this Agreement, including the effectiveness of the obligations of Lender to make the additional Term Loans to Borrower as provided in Section 1 above and to perform any of its other obligations as provided for herein, shall be subject to the satisfaction (or waiver by Lender in its sole discretion) of each of the following conditions precedent (the first date upon which all such conditions precedent have been so satisfied (or so waived) shall be referred to as the “Effective Date”):
(a) All of the conditions precedent set forth in this Section 2.1 (other than this clause (a)) shall have been satisfied (or waived by Lender in its sole discretion) on or before the close of business on April 16, 2003;
(b) Lender shall have received each of the documents set forth on the Schedule of Documents, in form and substance satisfactory to Lender, each duly executed by the appropriate parties thereto;
(c) Lender shall have received a non-refundable capital fee in the amount of $900,000, provided that such amount may be withheld by the Lender from the funding of the additional Term Loans provided for in Section 1.1 above;
(d) Lender shall have received satisfactory evidence that each of Borrower and Overhill Ventures have obtained all required Consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents;
(e) no action, proceeding, investigation, regulation, or legislation shall have been instituted, threatened, or proposed before any court, Governmental Authority, or legislative body to enjoin, restrain, or prohibit, or to obtain damages in respect of, or that is related to or arises out of, this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby that, in Lender’s sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any other Loan Document;
(f) no Material Adverse Effect shall have occurred since September 29, 2002;
(g) each of the representations and warranties made by Borrower in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date made, and shall be true and correct in all respects on and as of the Effective Date, with the same effect as if made on and as of the Effective Date; each of the covenants, agreements and obligations of Borrower under this Agreement and the o...
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):
(a) Each of the following documents, which shall be dated the Effective Date and in form and substance satisfactory to the Administrative Agent:
(i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certif...
Conditions Precedent to Effective Date. Among other conditions to be contained in the Settlement Plan, the following shall be conditions precedent to the Effective Date:
a. S&P and Xxxxx’x shall have issued Investment Grade Company Credit Ratings for PG&E.
b. The Commission shall have given final, nonappealable approval for all rates, tariffs and agreements necessary to implement the Settlement Plan. The PG&E Proponents shall have the right to waive this provision with respect to any appeal from the Commission’s approvals.
Conditions Precedent to Effective Date. This Agreement will become effective on the date (the "Effective Date") on which the following conditions have been satisfied:
Conditions Precedent to Effective Date. This Agreement shall become effective on the date (such date, the “Effective Date”) when each of the following conditions is satisfied (or waived) in accordance with the terms herein:
3.1 The Administrative Agent shall have received from the Borrower, each Guarantor, and Lenders constituting the Majority Lenders, counterparts of this Agreement signed on behalf of such Persons.
3.2 As of the Effective Date, after giving effect to this Agreement, (a) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default or Event of Default shall have occurred and be continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare this Agreement to be effective (and the Effective Date shall occur) when it has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Conditions Precedent to Effective Date. This Amendment Agreement shall become effective on and as of the date (the Effective Date) on which this Amendment Agreement shall have been duly executed and delivered by each party hereto.
Conditions Precedent to Effective Date. The effectiveness of this Agreement and the making of the Existing Term Loan on the Effective Date and any Credit Extension to be made on the Effective Date was subject to the satisfaction of the following conditions on or before the Effective Date:
Conditions Precedent to Effective Date. The conditions to the effectiveness of this Agreement and the obligation of the Letter of Credit Issuers and the Lenders to make extensions of credit in connection with the initial Credit Event are set forth in Section 4 of the Amendment.
