Conditions Precedent to Effectiveness Sample Clauses
The 'Conditions Precedent to Effectiveness' clause defines specific requirements or events that must be satisfied before a contract or agreement becomes legally binding and enforceable. These conditions might include obtaining regulatory approvals, securing financing, or delivering certain documents by one or both parties. By setting out these prerequisites, the clause ensures that all necessary steps are completed before the parties are obligated to perform, thereby reducing risk and providing clarity about when contractual obligations commence.
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Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; a...
Conditions Precedent to Effectiveness. This Agreement shall become effective as of the Business Day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied in a manner satisfactory to the Agents:
Conditions Precedent to Effectiveness. This Amendment, and the obligation of the Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent have been satisfied:
(a) Each of the Borrowers, the Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D ▇▇▇▇▇▇▇ shall have executed and delivered to the Administrative Agent this Amendment;
(b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions);
(c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on behalf of such party;
(d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party;
(e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent;
(f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent;
(g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A;
(h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, pa...
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the following conditions precedent:
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the...
Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied or waived in writing by Agent, the “Effective Date”):
(a) Agent shall have received a duly executed version of the following documents, in each case, in form and substance satisfactory to Agent:
(i) this Amendment;
(ii) that certain Officer’s Closing Certificate, dated as of the date hereof, made by ▇▇▇▇▇▇▇ in favor of Agent;
(iii) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction [Innovex] Third Amendment to 2nd A&R Credit Agreement and Limited Consent of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction;
(iv) executed legal opinions of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, which shall cover such matters incident to the transactions contemplated by this Amendment and related agreements as Agent may reasonably require; and
(v) all other documents and information as shall be reasonably requested by Agent or any Lender;
(b) Agent shall have received updated lien searches on each Borrower, the results of which shall be satisfactory to the Agent and the Required Lenders and shal...
Conditions Precedent to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction (or waiver by the Lenders and the Issuing Lenders party hereto) of only the following conditions precedent (the first date on which such conditions precedent are so satisfied or waived, the “Seventh Amendment Effective Date”):
(i) the Borrower, the Existing Administrative Agent, the Successor Administrative Agent, each Issuing Lender and each Lender with a Commitment on the Seventh Amendment Effective Date (after giving effect thereto) shall have signed a counterpart hereof and shall have delivered the same to the Existing Administrative Agent and the Successor Administrative Agent;
(ii) the Successor Administrative Agent shall have received a favorable customary legal opinion of ▇▇▇▇▇ Day, counsel to the Borrower, addressed to the Successor Administrative Agent and each of the Lenders party to this Amendment on the Seventh Amendment Effective Date and dated the Seventh Amendment Effective Date, covering such matters incidental to this Amendment and the transactions contemplated hereby as the Successor Administrative Agent may reasonably request;
(iii) the Successor Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the Amended Credit Agreement, certified as of the Seventh Amendment Effective Date by an Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) a certificate of existence for the Borrower as of a recent date from the jurisdiction in which the Borrower is organized;
(iv) the Successor Administrative Agent shall have received a certificate of an Authorized Representative of the Borrower certifying (in such Person’s capacity as such but not in any individual capacity) (A) all of the representations and warranties made pursuant to Section 5 hereof are true and correct in all material respects on the Seventh Amendment Effective Date, both immediately before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Seventh Amendment Effective Date (it being understood and agreed that (x) any representation or warranty that by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any r...
Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested.
(b) The Borrower shall have paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent that have been invoiced at least one Business Day prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and the Lenders:
(i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender.
(ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date.
(iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date.
(v) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered he...
Conditions Precedent to Effectiveness of Sections 2.01 and 2.13. Sections 2.01 and 2.13 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:
(a) The Lenders shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and the Joint Venture Company, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization.
(b) There shall have occurred no Material Adverse Change since June 30, 1994.
(c) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(c) (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on either Loan Party or any of their Subsidiaries, of the Disclosed Litigation from that described in the Pre-Commitment Information.
(d) All Capital Stock or other ownership interests of the Borrower and the Borrower's Subsidiaries shall be owned by the Guarantor or the Borrower or one or more of the Borrower's Subsidiaries, in each case free and clear of any Lien.
(e) The Lenders shall have completed a due diligence investigation of the Loan Parties and their Subsidiaries in scope, and with results, satisfactory to the Lenders, and nothing shall have come to the attention of the Lenders during the course of such due diligence investigation to lead them to believe that the information provided by or on behalf of the Guarantor or the Borrower to the Lenders prior to the date hereof (the "Pre-Com mitment Information") was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Guarantor, the Borrower and their Subsidiaries as they shall have requested.
(f) All governmental and third party consents and approvals necessary in conn...
Conditions Precedent to Effectiveness. The effectiveness of this Credit Agreement, the obligation of each Term Lender to make a Term Advance pursuant to Section 2.01(a)(i), the initial obligation of the Non-rollup Revolving Credit Lenders to make Non-rollup Revolving Credit Advances, and the obligation of the Initial Issuing Bank to issue the initial Letter of Credit are, in each case, subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Initial Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Initial Lender:
(i) The Notes payable to the order of the Non-rollup Revolving Credit Lenders to the extent requested in accordance with Section 2.16(a).
(ii) Certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement.
(iii) A copy of the charter or other constitutive document of each Guarantor and each amendment thereto, certified (as of a date reasonably near the Effective Date), if applicable, by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof.
(iv) A certificate of each of the Borrower and each Guarantor signed on behalf of the Borrower and such Guarantor, respectively, by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the accuracy and completeness of the charter of the Borrower or such Guarantor and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or equivalent organizational document) of the Borrower or such Guarantor as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(ii) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); and (C) the absence of any proceeding known to be pending or threatened in writing for the dissolution, liquidation or other termination of the existence of the Borrower or any Guarantor.
(v) A certificate of the Secretary or an Assistant Secretary of each of ...