Conditions Precedent to First Amendment. This First Amendment will be effective as of the First Amendment Effective Date, on the condition that the following conditions precedent will have been satisfied:
Conditions Precedent to First Amendment. The satisfaction of each of the following, unless waived or deferred by Agent, in its sole discretion, shall constitute conditions precedent to the effectiveness of this First Amendment and each and every provision hereof:
(a) Agent shall have received this First Amendment fully executed by each of the parties hereto;
(b) The representations and warranties in this First Amendment, the Loan Agreement as amended hereby and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);
(c) No Event of Default shall have occurred and be continuing on the date hereof, nor shall any Default or Event of Default result from the consummation of the transactions contemplated herein;
(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any court or other governmental authority against Borrower, Agent or any Lender; and
(e) Agent shall have received a First Amendment fee of $25,000.
(f) Agent shall have received payment in full of its out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the Loan Agreement and this First Amendment.
Conditions Precedent to First Amendment. The satisfaction of each of the following, unless waived or deferred by Agent, in its sole discretion, shall constitute conditions precedent to the effectiveness of this First Amendment and each and every provision hereof:
(a) Agent shall have received each of the following documents, each such document in form and substance reasonably satisfactory to Agent, duly executed and in full force and effect:
(i) this First Amendment, fully executed by each of the parties hereto; and
(ii) such other instruments, certificates or documents as Agent shall reasonably request, each of which shall be in form and substance satisfactory to Agent, for the purpose of implementing or effectuating the provisions of the Loan Agreement, as amended hereby, and the other Loan Documents.
(b) The representations and warranties in this First Amendment, the Loan Agreement as amended hereby and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);
(c) No Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein;
(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any court or other governmental authority against either Borrower or Agent; and
(e) Agent shall have received payment in full of its out-of pocket expenses (including reasonable attorneys' fees and expenses) incurred in connection with the Loan Agreement and this First Amendment.
Conditions Precedent to First Amendment. The effectiveness of this First Amendment shall be subject to the satisfaction (or waiver in accordance with Section 14.1 of the Loan Agreement) of each of the following conditions:
4.1 This First Amendment shall have been duly executed and delivered to Agent by each of the signatories thereto.
4.2 Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
4.3 The Company shall have delivered, or have caused to be delivered, to Agent each of the following items, each in form and substance reasonably satisfactory to Agent:
(a) a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the First Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this First Amendment; and (iii) to the title, name and signature of each Person authorized to sign the First Amendment;
(b) copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization as of a recent date, together with good standing certificates as of a recent date for such Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification;
(c) a certificate from a knowledgeable Senior Officer of the Company certifying that, after giving effect to this First Amendment, (i) the Obligors are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in this First Amendment and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualification applicable thereto) on and as of the First Amendment Effective Date (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (without duplicat...
Conditions Precedent to First Amendment. Notwithstanding anything to the contrary contained herein, the effective date of this First Amendment is subject to the satisfaction of the following conditions precedent (collectively, the "Conditions Precedent to First Amendment"), or waiver in accordance with Section 12.02 of the Credit Agreement, in each case, in form and substance satisfactory to the Administrative Agent:
Conditions Precedent to First Amendment. The First Amendment shall not become effective until the fulfillment or waiver in writing by the Lenders of the following conditions precedent (the “First Amendment Effective Time”):
(a) this Agreement shall have been duly executed and delivered by each of the Borrower, the Administrative Agent and the Lenders; and
(b) each Obligor shall have executed and delivered to the Administrative Agent a confirmation of its Secured Obligations under each Credit Document to which it is a party.
Conditions Precedent to First Amendment. The effectiveness of the transactions described herein shall be subject to the following conditions:
(a) This Agreement shall have been executed and delivered by Borrower, Agent and the Required Banks;
(b) Borrower shall have executed and/or delivered to Agent a certificate of the Secretary or Assistant Secretary of Borrower certifying as to the due authorization, execution and delivery by Borrower of this Agreement;
(c) The fees and disbursements of the Banks (as applicable) shall have been paid in full; and
(d) All legal matters relating to this Agreement shall be satisfactory to Agent and its counsel.
Conditions Precedent to First Amendment. The effectiveness of the transactions described herein shall be subject to the following conditions:
(a) This Agreement shall have been executed and delivered by Borrower and Lender;
(b) The original $65,000,000 Revolving Credit Note (the "Note") shall have been executed and delivered by Borrower to Lender;
(c) Borrower shall have executed and/or delivered to Agent a certificate of the Secretary or Assistant Secretary of Borrower certifying as to the due authorization, execution and delivery by Borrower of this Agreement and the Note;
(d) The fees and disbursements of Lender shall have been paid in full; and
(e) All legal matters relating to this Agreement and the Note shall be satisfactory to Agent and its counsel.
Conditions Precedent to First Amendment. The effectiveness of this Agreement shall be subject to the satisfaction of each of the following conditions precedent (the date of such satisfaction, the “Amendment Effective Date”):
(a) receipt by the Agent of counterparts of this Agreement duly executed by the Obligors, the Lenders and the Agent;
(b) no Default or Event of Default has occurred and is continuing as of the Amendment Effective Date;
(c) the representation and warranty in Section 8(c)(iv) of this Agreement shall be true and correct in all material respects; and
(d) receipt by the applicable party of all reasonable fees, charges and disbursements of the Agent and the Lenders in connection with the preparation, execution and delivery of this Agreement (including the reasonable fees, charges and disbursements of Mxxxx & Vxx Xxxxx PLLC).
Conditions Precedent to First Amendment. The effectiveness of the transactions described herein shall be subject to the following conditions:
(a) This Agreement shall have been executed and delivered by Borrower and Lender.
(b) The fees and disbursements of Lender's counsel shall be paid in full on the Effective Date.
(c) Borrower shall have executed and/or delivered to Agent the following:
(i) Certificate of the Secretary or Assistant Secretary of Borrower certifying as to the due authorization, execution and delivery by Borrower of this Agreement; and
(ii) Certificate of the Secretary or Assistant Secretary of Borrower certifying as to the names of the officers of Borrower authorized to sign this Agreement, and any other documents or certificates to be delivered pursuant to this Agreement, together with the true signatures of such officers. Lender may conclusively rely on such certificates until Agent shall receive a further certificate of the Secretary or an Assistant Secretary of Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(d) FRM shall have executed and/or delivered to Agent the following:
(i) Certificate of the Secretary or Assistant Secretary of FRM certifying as to the due authorization, execution and delivery by FRM of the FRM Security Agreement; and
(ii) Certificate of the Secretary or Assistant Secretary of FRM certifying as to the names of the officers of FRM authorized to sign this Agreement, and any other documents or certificates to be delivered pursuant to this Agreement, together with the true signatures of such officers. Lender may conclusively rely on such certificates until Agent shall receive a further certificate of the Secretary or an Assistant Secretary of FRM canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(e) Lender shall have received a legal opinion of counsel to FRM, satisfactory in scope and substance to Lender's Counsel.
(f) All legal matters relating to this Agreement shall be satisfactory to Lender and its counsel.
