Conditions Precedent to Fourth Amendment Effective Date Sample Clauses

Conditions Precedent to Fourth Amendment Effective Date. This Amendment and the amendments set forth in Section 2 of this Amendment (but, for the avoidance of doubt, not the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement as set forth in Section 3 of this Amendment which shall be subject to the satisfaction or waiver of the conditions set forth in Section 5 of this Amendment) shall become effective on the date (the “Fourth Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 10.01 of the Original Credit Agreement):
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Conditions Precedent to Fourth Amendment Effective Date. The occurrence of the Fourth Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before September 30, 2005: a. Due execution by Borrowers, Guarantor and Banks of four (4) duplicate originals of this Fourth Amendment; b. Corporate resolutions or other evidence of requisite authority of Borrowers and Guarantor, as applicable, to execute the Fourth Amendment; c. Payment of a non-refundable Amendment Fee in the amount of Fifty-One Thousand Six Hundred Eleven Dollars and Twelve Cents ($51,611.12); d. Reimbursement to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Fourth Amendment, including, but not limited to, reasonable attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the Fourth Amendment Effective Date; and e. Such other documents, instruments or conditions as may be reasonably required by Lenders.
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Conditions Precedent to Fourth Amendment Effective Date. This Amendment shall become effective on the date (such date, the “Fourth Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
Sample 1
Conditions Precedent to Fourth Amendment Effective Date. This Fourth Amendment to Credit Agreement is further subject to Agent Bank having received the following documents and payment, in each case in a form and substance reasonably satisfactory to Agent Bank on or before the Fourth Amendment Effective Date: a. a true and correct copy of the Articles of Incorporation and Bylaws of each of HTMC and HCRSC; b. a certificate of good standing issued by the Secretary of State of the State of Nevada for each of HTMC and HCRSC, in each instance dated within thirty (30) days of the Fourth Amendment Effective Date; c. a duly executed corporate resolution for each of the Borrowers, authorizing each Borrower to enter into and execute the amendments and related documents set forth and referenced in the Fourth Amendment to Credit Agreement and, in the case of HTMC and HCRSC, authorizing the assumption of all duties, obligations and liabilities as Borrowers under the Credit Agreement, Notes and each of the other Loan Documents; d. two (2) UCC-1 financing statements, in the form of the Tahoe Financing Statements and acceptable to Agent Bank, executed by HTMC as debtor and Agent Bank, as secured party; e. the Consent to Amendment and Assignment of Leases and Affirmation of Estoppels, in the form acceptable to Agent Bank, duly executed by Agent Bank, on behalf of the Banks, HTMC and Park Cattle Co.; f. reimbursement to Agent Bank by Borrowers for the reasonable attorneys' fees and expenses of Xxxxxxxxx & Xxxxxx relating to the preparation and execution of this Fourth Amendment to Credit Agreement and related documentation; and g. such other documents, instruments or conditions as may reasonably be required by Agent Bank.
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Conditions Precedent to Fourth Amendment Effective Date. This Amendment shall become effective without any further action or consent by any party, on the date (the “Fourth Amendment Effective Date”), when each of the following conditions shall have been satisfied:
Sample 1
Conditions Precedent to Fourth Amendment Effective Date. The occurrence of the Fourth Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before June 9, 2004: a. due execution by Borrowers and Agent Bank of six (6) duplicate originals of this Fourth Amendment; b. organizational and corporate documentation of MTR Harness, consisting of: (i) a Certificate of Good Standing for MTR Harness issued by the Minnesota Secretary of State and dated within thirty (30) calendar days of the Fourth Amendment Effective Date; (ii) a copy of the articles of incorporation and by-laws of MTR Harness certified as of the Fourth Amendment Effective Date to be true, correct and complete by a duly Authorized Officer of the Borrowers; and (iii) Subsidiary Stock Pledge executed by MTRI pledging the capital stock of MTR Harness as additional Collateral under the Credit Agreement, together with the stock certificate evidencing MTRI’s ownership of such capital stock and a stock power executed in blank. c. reimbursement to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Fourth Amendment, but not limited to, reasonable attorneys’ fees of Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the Fourth Amendment Effective Date; and d. such other documents, instruments or conditions as may be reasonably required by Agent Bank.
Sample 1
Conditions Precedent to Fourth Amendment Effective Date. This Amendment shall be effective on the date (the “Fourth Amendment Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms herein: a. the Administrative Agent shall have received counterparts of this Amendment executed by (i) the Borrower and each other Loan Party, (ii) the Lenders constituting the Required Lenders and (iii) the Lenders constituting the Required Revolving Lenders; b. the representations and warranties contained in Section 4 hereof shall be true and correct to the extent required by the terms hereof; c. at the time of and immediately after giving effect to this Amendment, no Event of Default shall have occurred and be continuing; d. Holdings shall have contributed to the Borrower, and the Borrower shall have received, Cash proceeds of Qualified Capital Stock issued by Holdings or any other Parent Company to the Sponsor in an aggregate amount of not less than $40,000,000; and e. the Borrower shall have repaid all outstanding Revolving Loans in full.
Sample 1
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Related to Conditions Precedent to Fourth Amendment Effective Date

  • 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 Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

  • Conditions Precedent to the Effective Date This Agreement shall become effective on the date (the "Effective Date") on which the following conditions precedent shall have been satisfied or waived by the Bank in its sole and absolute discretion:

  • Amendment, Extension and Waiver Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

  • Conditions Precedent/Effectiveness Conditions This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreement.

  • Amendment Effective Date This Agreement and the provisions contained herein shall become effective as of the Amendment Effective Date.

  • Conditions Precedent to Effectiveness of this Amendment This Amendment shall become effective upon the satisfaction in full or waiver by all Lenders of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “Amendment Effective Date”):

  • Conditions Precedent to the Effectiveness of this Amendment This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

  • 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; and (iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) 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 fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

  • Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions Each issuance, amendment, renewal or extension of a Letter of Credit shall be subject to the conditions set forth in Section 6.02. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to any Issuing Bank and the Administrative Agent (not less than three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice: (i) requesting the issuance of a Letter of Credit or identifying the Letter of Credit issued by such Issuing Bank to be amended, renewed or extended; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day); (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c)); (iv) specifying the amount of such Letter of Credit; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; (vi) specifying the amount of the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit); and (vii) confirming the conditions set for in Section 6.02 have been satisfied. A Letter of Credit shall be issued, amended, renewed or extended only if (and each notice shall constitute a representation and warranty by the Borrower that) after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments. If requested by any Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that, in the event of any conflict between such application and the terms of this Agreement, the terms of this Agreement shall control.

  • Amendment; Extension; Waiver (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing Time. At any time prior to the Offer Closing Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01). This Agreement may not be amended or supplemented after the Offer Closing Time. (b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

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