Conditions Precedent to Second Amendment. This Second Amendment will be effective as of the Second Amendment Effective Date, on the condition that the following conditions precedent will have been satisfied:
Conditions Precedent to Second 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 Second Amendment and each and every provision hereof:
(a) Agent shall have received this Second Amendment fully executed by each of the parties hereto;
(b) The representations and warranties in this Second 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 payment in full of its out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred in connection with the Loan Agreement and this Second Amendment.
Conditions Precedent to Second Amendment. This Second Amendment shall become effective only upon the satisfaction or waiver of the following conditions precedent (upon satisfaction or waiver of such conditions, such date being referred to herein as the “Second Amendment Effective Date”):
(a) The Administrative Agent shall have received a counterpart signature page of this Second Amendment duly executed by each of the U.S. Borrower, the Lux Borrower, Parent, each other Loan Party party hereto, the Administrative Agent and Lenders representing the Required Lenders.
(b) The Administrative Agent shall have received for the account of each Lender that executes and delivers this Waiver prior to 4:00 p.m. New York time on June 28, 2013, a cash fee in the amount of 0.25% of such Lender’s aggregate Term Loans and Revolving Facility Exposure on such date.
(c) The Administrative Agent shall have received all fees, premiums (if any) and other amounts due and payable under the Loan Documents on or prior to the Second Amendment Effective Date, including, reimbursement or other payment, to the extent invoiced, of all out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, Xxxxxxx & Xxxxxx LLP and each local counsel to the Administrative Agent and Lead Arranger) required to be reimbursed or paid by the Borrowers hereunder or otherwise in connection with the Credit Agreement and the Second Amendment.
(d) The Administrative Agent shall have received a certificate signed by the Chief Financial Officer of the U.S. Borrower, certifying on behalf of the U.S. Borrower that (A) the representations and warranties of the Borrowers and each other Loan Party contained in Article III of the Credit Agreement and in any other Loan Document are true and correct in all material respects on and as of the Second Amendment Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (B) no Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date.
Conditions Precedent to Second Amendment. This Second Amendment shall not be effective until each of the following conditions precedent has been satisfied.
(a) The representations and warranties in this Second Amendment, the Loan Agreement, as amended by this Second Amendment, 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);
(b) 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;
(c) 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 Governmental Authority against the Borrowers or the Agent; and
(d) The 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 Second Amendment.
Conditions Precedent to Second Amendment. The effectiveness of this Second Amendment 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:
a. due execution by Borrowers and Agent Bank of six (6) duplicate originals of this Second Amendment;
b. an original Certificate of Corporate Resolution for each of the Borrowers authorizing each respective Borrower to enter into this Second Amendment and further authorizing and empowering the officer or officers who will execute such documents and agreements with the authority and power to execute such documents and agreements on behalf of each respective corporation;
c. payment to Agent Bank for the account of the Lenders of a non-refundable fee (the "Amendment Fee") in the following amounts:
(i) a non-refundable fee to the Lenders which have expressly consented to this Second Amendment in the amount of eight-tenths of one percent (0.08%) based on their respective proportionate shares of the Aggregate Commitment under the Existing Credit Agreement.
d. reimbursement to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Second Amendment, but not limited to, reasonable attorneys' fees of Hxxxxxxxx & Mxxxxx, LLC; and
e. such other documents, instruments or conditions as may be reasonably required by Agent Bank.
Conditions Precedent to Second 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 and 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) All legal matters relating to this Agreement shall be satisfactory to Lender and its counsel.
Conditions Precedent to Second Amendment. The effectiveness of the transactions described herein shall be subject to the following conditions:
Conditions Precedent to Second Amendment. This Second Amendment shall be effective once each of the following conditions have been satisfied in Administrative Agent's sole discretion on or before the Second Amendment Closing Date:
(a) Borrowers, Administrative Agent and Banks shall have executed and delivered this Second Amendment (including, without limitation, all schedules, exhibits and annexes to be attached hereto and incorporated herein);
(b) Borrowers shall have paid, in immediately available funds, to the Administrative Agent an engineering fee in the aggregate amount of $2,500; and
(c) Administrative Agent shall have received, in form and content satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Administrative Agent may request.
Conditions Precedent to Second Amendment. The effectiveness of this Second Amendment is subject to the satisfaction, in form and substance satisfactory to Agent, of each of the following conditions precedent:
Conditions Precedent to Second Amendment. The effectiveness of the transactions described herein shall be subject to the following conditions:
(a) This Agreement and the First Amendment to Security Agreement shall have been executed and delivered by Borrower and Lender.
(b) The fees and disbursements of Lender and 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
