Conditions Precedent to Effectiveness of the Amendment. The Amendment provided for hereby shall become effective as of the date (the “Amendment No. 6 Effective Date”) on which each of the following conditions have been satisfied or waived by the Administrative Agent:
Conditions Precedent to Effectiveness of the Amendment. This Agreement shall become effective as of the first date (the “Amendment No. 3 Effective Date”) that the following conditions precedent are satisfied:
Conditions Precedent to Effectiveness of the Amendment. The amendments described in Section 1 above are subject to the satisfaction of (or waiver by the Purchaser in its sole discretion) the following conditions precedent:
(a) The Company shall have entered into an amendment to the Loan and Security Agreement on terms satisfactory to the Purchaser;
(b) The Company shall have executed and delivered to the Purchaser this Amendment;
(c) The Company shall have executed and delivered to the Purchaser a Third Amended and Restated Senior Subordinated Promissory Note and an Amended and Restated Senior Subordinated Promissory Note, in the forms of the attached Exhibit A and Exhibit A-1, respectively;
(d) The Guarantors shall have executed and delivered to the Purchaser a Reaffirmation of Guaranty Agreement in the form attached to this Amendment; and
(e) The Company shall have executed and delivered such other documents and instruments that the Purchaser may reasonably request to effect the purposes of this Amendment.
Conditions Precedent to Effectiveness of the Amendment. The Amendment provided for hereby shall become effective as of February 28, 2023 (the “Amendment No. 4 Effective Date”) so long as the following conditions have been satisfied as of such date:
(a) The Agent shall have received counterparts of this Amendment executed by the Borrower, each Lender and the Agent.
(b) The Agent shall have received payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of King & Spalding LLP) incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Credit Agreement to the extent invoiced and to the extent provided for, and in accordance with, Section 10.5 of the Credit Agreement. The Agent and each Lender, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Agent or Lenders, as applicable on the Amendment No. 4 Effective Date.
Conditions Precedent to Effectiveness of the Amendment and Restatement 62
Conditions Precedent to Effectiveness of the Amendment. This Amendment is subject to the satisfaction of (or waiver by the Bank in its sole discretion) the following conditions precedent:
(a) No Potential Event of Default or Event of Default under the Loan Agreement shall have occurred and be continuing;
(b) The Guarantors shall have executed and delivered to the Bank a Reaffirmation of Guaranty Agreement in the form attached to this Amendment; and
(c) The Borrower shall have executed and delivered such other documents and instruments that the Bank may reasonably request to effect the purposes of this Amendment.
Conditions Precedent to Effectiveness of the Amendment. This Amendment is subject to the satisfaction of (or waiver by the Bank in its sole discretion) the following conditions precedent:
(a) The Borrower shall have paid to the Bank an amendment fee of $85,500.00;
(b) The Borrower shall have executed and delivered to the Bank an Amended and Restated Facility A Loan Note in the form of the attached Exhibit A;
(c) Argyle Security, Inc. shall have entered into Amendment No. 1 to Unconditional Continuing Guaranty in the form of the attached Exhibit B;
Conditions Precedent to Effectiveness of the Amendment. This Agreement shall become effective as of the first date (the “Amendment No. 2 Effective Date”) that the Administrative Agent shall have received an executed counterpart (which may include a facsimile or other electronic transmission) of this Agreement from the Company and the Lenders who shall constitute the Required Lenders.
Conditions Precedent to Effectiveness of the Amendment. The amendments set forth in Section 2 hereof (other than the amendment to the definitions of “Maturity Date” and “Extension Effective Date” set forth in the pages of the Credit Agreement attached as Exhibit A hereto) shall become effective upon the date on which the following conditions precedent are first satisfied, which date is June 3, 2024 (the “Amendment No. 1 Effective Date”):
(a) the Administrative Agent (or its counsel) shall have received either (i) a counterpart of this Amendment signed by the Company or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;
(b) the Administrative Agent shall have received payment of all reasonable fees and expenses (including fees and disbursements of counsel for the Administrative Agent) payable under the Credit Agreement and invoiced two (2) days prior to the Amendment No. 1 Effective Date; and
(c) the Administrative Agent shall not have received, as of 5:00 p.m. (New York time) on or prior to the fifth (5th) Business Day after the Administrative Agent shall have posted this Amendment to all affected Lenders and the Company, written notice by Lxxxxxx comprising the Required Lenders that such Required Lenders do not accept the terms of this Amendment (it being understood that the Administrative Agent shall have posted this Amendment to the affected Lenders and the Company on or prior to the date that is five (5) Business Days prior to the date hereof).
Conditions Precedent to Effectiveness of the Amendment. The Amendment provided for hereby shall become effective as of the date (the “Fifth Amendment Effective Date”) on which each of the following conditions have been satisfied or waived by the Administrative Agent:
(a) The Administrative Agent shall have received counterparts of (a) this Amendment, executed by Borrowers, Guarantors, Lenders, Swingline Lender, LC Issuer and the Administrative Agent, (b) the Amended and Restated Fee Letter, executed by the Parent in favor of the Administrative Agent, and (c) counterparts of any other Credit Document set forth on Exhibit C, executed by the duly authorized officers of the parties thereto.
(b) The Administrative Agent and counsel to Administrative Agent shall have received an executed copy of the favorable written opinion of Xxxx Xxxxxxxx LLP, counsel for the Credit Parties, as to such matters as the Administrative Agent may reasonably request, dated as of the Fifth Amendment Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and Parent hereby instructs such counsel to deliver such opinions to Administrative Agent and Lenders).
(c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Credit Party in form and substance reasonably satisfactory to Administrative Agent dated as of the Fifth Amendment Effective Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors (or other equivalent governing body, member, manager or partner) of such Credit Party authorizing the execution, delivery and performance of this Amendment and any other Credit Document delivered in connection herewith to which such Credit Party is a party (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Credit Party (or of the manager of such Credit Party) authorized to execute this Amendment and any other Credit Document delivered in connection herewith to which such Credit Party is a party, (iii) (1) that the Organization Documents of each Credit Party (other than Parent, each New Guarantor and each Credit Party set forth on Schedule II attached hereto) have not been amended or modified since the Effective Date and (2) that the Organization Documents attach...
