Conditions Precedent to the Effectiveness of the Amendment Sample Clauses

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”): (i) [reserved]; (ii) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date: (i) this Amendment, duly executed by the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans and the Required Revolving Lenders), the New Lenders and (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of each New Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date; (2) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (3) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and (4) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment; (iv) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty t...
Sample 1See All (11)
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Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) upon the satisfaction (or waiver by the Lenders party hereto) of the following conditions: (a) The Administrative Agent shall have received counterparts of this Amendment (which may include facsimile or electronic transmission (including Adobe pdf file) of a signed signature page of this Amendment) that, when taken together, bear the signatures of Parent, the Borrower, Davox, VoiceObjects, Voxeo, the Required Lenders, each existing Revolving Lender, the Issuing Bank and the Administrative Agent. (b) The representations and warranties of each Loan Party set forth in the Loan Documents (including this Amendment) that are qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the effective date of this Amendment (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date). (c) Immediately after giving effect to the effectiveness of this Amendment, no Default shall have occurred and be continuing. (d) The PIK Amendment Fee shall have been added to the principal balance of the Loans held by each applicable Lender party hereto.
Sample 1See All (5)
Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) when the Administrative Agent shall have received a counterpart of this Amendment signed on behalf of the Borrower, each other Loan Party party hereto and the Second Amendment
Sample 1
Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective on the first date on which the following conditions shall have been satisfied or waived in accordance with Section 10.2 of the Existing Credit Agreement (the “Amendment Effective Date”): (a) The Administrative Agent shall have received from the Borrower, each Guarantor party hereto, each Issuing Bank party hereto, the Swing Line Lender and the New Lender either (A) a counterpart of this Amendment or (B) written evidence satisfactory to the Administrative Agent (which, subject to Section 10.6(b) of the Existing Credit Agreement, may include Electronic Signatures (as defined below) transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment Effective Date) of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.
Sample 1

Related to Conditions Precedent to the Effectiveness of the Amendment

  • 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.

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