Conditions Precedent to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the Restatement Date, which shall occur on such date on or prior to August 5, 1997, on which each of the following conditions precedent shall have been satisfied:
(a) The Required Lenders (as defined in the Existing Credit Agreement) and all Canadian Lenders shall have consented to this Second Amended and Restated Credit Agreement.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its 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(f) (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 material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(f).
(c) All stock of the Borrowers (other than Crompton Corp.) and the Borrowers' Subsidiaries, to the extent owned by the Borrowers and their Subsidiaries, shall be owned by the Borrowers or one or more of the Borrowers' Subsidiaries, in each case free and clear of any lien, charge or encumbrance other than in favor of the Lender Parties or other than liens to be released pursuant to Section 5.01(l).
(d) All governmental and third party consents and approvals (including, without limitation, any consents or approvals required under the documents relating to the Uniroyal Corp. Senior Notes and the Uniroyal Corp. Senior Subordinated Notes) necessary in connection with Loan Documents and the transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to any of the Borrowers, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Loan Documents required to be executed and delivered prior to or on the Restatement Date or (z) expose th...
Conditions Precedent to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit 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 Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(b) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent).
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender 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 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 reasonably satisfactory to the Agent:
(i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement).
(ii) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date.
(iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder.
(v) A favorable opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Borrower.
(e) The Borrower shall, substantially simultaneously with the occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date), pay all of the accrued fees, expenses and other accrued...
Conditions Precedent to Effectiveness of Amendment and Restatement. This Agreement (as amended and restated) shall become effective on and as of the date on which all of the following conditions precedent shall have been satisfied:
Conditions Precedent to Effectiveness of Amendment and Restatement. This Amendment and Restatement shall become effective as of December 31, 2002 on the first date (the "Restatement Date") on which the following conditions have been satisfied:
(a) The Agent shall have received counterparts of this Amendment and Restatement executed by the Company and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Restatement.
(b) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent).
(c) On the Restatement Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
Conditions Precedent to Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) Except as disclosed in filings with the Securities and Exchange Commission prior to the date hereof, there shall have occurred no Material Adverse Change since December 31, 2021.
(b) Except as disclosed in filings with the Securities and Exchange Commission prior to the date hereof, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the borrowing contemplated hereunder.
(c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
Conditions Precedent to Effectiveness of Amendment and Restatement. This Agreement shall be effective, and the Existing Credit Agreement shall be amended and restated as herein provided, upon the following conditions being satisfied:
(a) all fees and expenses previously agreed to in writing between the Borrower and each of the Co- Lead Arrangers (or any one of them), the Agent and the Lenders shall be paid by the Borrower to the Co-Lead Arrangers (or any one of them), the Agent or the Lenders, as applicable;
(b) the Borrower and each corporate Subsidiary which is executing and delivering Documents shall have delivered to the Agent a current certificate of status, compliance or good standing, as the case may be, in respect of its jurisdiction of formation and certified copies of its constating documents, by-laws and the resolutions authorizing the Documents to which it is a party to be executed in connection herewith and the transactions thereunder and an Officer’s Certificate as to the incumbency of the officers of the Borrower or the Subsidiary, as the case may be, signing the Documents to which it is a party;
(c) each Subsidiary which is not a corporation and which is executing and delivering Documents shall have delivered, or caused to be delivered, to the Agent certificates as to the matters set forth in Section 3.2(b) with respect to the general partner thereof or other separate legal person executing and delivering the Documents on its behalf, and, in addition, shall have delivered to the Agent certified copies of the partnership agreement, declaration of trust or other agreements or instruments creating or governing the same;
(d) the Borrower and each of the Material Subsidiaries which has previously executed and delivered Security shall have executed and delivered to the Agent a confirmation respecting the Security previously executed and delivered by it or its predecessors, such confirmation to be in form and substance satisfactory to the Agent, acting reasonably;
(e) the Agent and the Lenders shall have received legal opinions from legal counsel to the Borrower and its Subsidiaries which shall be in form and substance satisfactory to the Agent and Lenders’ Counsel, each acting reasonably;
(f) no Default or Event of Default shall have occurred and be continuing and each of the representations and warranties set forth in Section 8.1 shall be true and correct in all respects, and the Borrower shall have delivered to the Agent and the Lenders an Officer’s Certificate certifying the same to the Agent and the Lenders;
Conditions Precedent to Effectiveness of Amendment and Restatement. Initial Advance to Each Designated Subsidiary
Conditions Precedent to Effectiveness of Amendment and Restatement. This Agreement shall be effective on March 19, 2001 (the "Restatement Effective Date"), provided each of the following conditions shall have been satisfied on or prior to such date:
(a) The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantor and all the Lenders.
Conditions Precedent to Effectiveness of Amendment and Restatement. This Agreement, and the amendment and restatement of the Existing Agreement effected hereby, shall be effective upon the receipt by the Borrower of counterparts (either facsimile or original) hereof executed by the Lenders and the Guarantors.
Conditions Precedent to Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Bridge Credit Agreement shall become effective on and as of the first date (the "Restatement Effective Date") on which the Agent receives (x) executed counterparts of this Agreement signed on behalf of each party hereto (properly executed by a duly authorized officer of the Borrower (where applicable)) or (y) 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.
