Conditions Precedent to the Restatement Date. This agreement shall become effective upon the prior or concurrent fulfillment or waiver of the following conditions precedent (the “Effective Time”):
(a) this Agreement shall have been duly executed and delivered by each of the Obligors, the Administrative Agent and the Lenders;
(b) each of Investec Bank plc and Societe Generale, in their respective capacities as lenders under the Existing Credit Agreement, shall have executed and delivered irrevocable notice letters to (and which letters shall be acknowledged and countersigned by) the Administrative Agent and the Borrowers confirming, inter alia, their respective confirmations that they shall cease to be lenders under the Existing Credit Agreement as at the Effective Time;
(c) the Administrative Agent shall have received:
(i) an executed acknowledgement and confirmation agreement, in form and substance satisfactory to the Administrative Agent, from each of the Obligors, as to the continuing effectiveness of the Security Documents delivered by such Obligor under the Credit Agreement;
(ii) a certificate of each of the Canadian/US/Barbadian Obligors certifying (A) as to its Constating Documents (copies of which are attached to that certificate) and such other corporate information as the Administrative Agent may reasonably require, (B) a copy of the resolution of the board of directors or managers of each Canadian/US/Barbadian Obligor authorizing it to execute, deliver and perform its obligations under this Agreement and a confirmation agreement to which such Canadian/US/Barbadian Obligor is a signatory and (C) a list of its officers and directors with specimens of the signatures of those who are executing this Agreement, and all other documents relating to this Agreement, on its behalf and the corporate proceedings taken to authorize it to execute, deliver and perform its obligations under this Agreement, and all other documents relating to this Agreement;
(iii) to the extent not previously delivered, an updated Compliance Certificate from the Borrower for the twelve months ended June 30, 2022;
(iv) a certificate of status, compliance, good standing or similar certificate for the jurisdiction of incorporation of each of the Canadian/US/Barbadian Obligors and for each jurisdiction where such Canadian/US/Barbadian Obligor carries on business, to the extent applicable; and
Conditions Precedent to the Restatement Date. The occurrence of the Restatement Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion:
(a) The Administrative Agent shall have received each of the following:
(i) An executed counterpart of this Agreement and the CSGS Parent Guaranty.
(ii) Certified copies of resolutions of each Seller and CSGS authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by each Seller pursuant hereto or thereto.
(iii) An officer incumbency and specimen signature certificate for each Seller and CSGS.
(iv) Organizational documents of each Seller and CSGS certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable).
(v) Opinions of counsel to each Seller and CSGS, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the other Purchase Documents entered into on or about the date hereof by such Person, validity and enforceability of this Agreement and the other Purchase Documents with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), true sale and such other matters as the Administrative Agent and the Purchasers may reasonably request.
(b) The Sellers shall have paid all fees owed on or prior to the Restatement Date to the Administrative Agent (if, applicable, for the benefit of the Purchasers) pursuant to the terms of this Agreement or any fee letter executed in connection herewith.
(c) The Sellers shall have paid all reasonable fees and out of pocket expenses of counsel to the Administrative Agent incurred in connection with the preparation and negotiation of this Agreement and the other Purchase Documents entered into on or about the date hereof.
(d) The Sellers shall have deposited an additional $40...
Conditions Precedent to the Restatement Date. The amendment and restatement of the Previously Existing Participation Agreement as set forth in this Participation Agreement shall not become effective until the first date on which each of the following conditions is satisfied or waived:
Conditions Precedent to the Restatement Date. The amendment and restatement of the Second A&R Participation Agreement as set forth in this Participation Agreement shall not become effective until the first date on which each of the following conditions is satisfied or waived:
Conditions Precedent to the Restatement Date. The occurrence of the Restatement Date is subject to the fulfillment, to the satisfaction of Agent and its counsel, of each of the following conditions on or before the Restatement Date:
(a) The Restatement Date shall occur on or before September 30, 2009;
(b) The Loan Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral for the benefit of the Agent and the Lenders. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Agent to protect and preserve such security interests shall have been duly effected. The Agent shall have received evidence thereof in form and substance satisfactory to the Agent;
(c) Agent shall have received each of the following documents, duly executed, and each such document shall be in full force and effect:
a. this Agreement (with all exhibits and schedules attached);
b. Revolving Credit Note for each Lender;
c. Restricted Account Control Agreements;
Conditions Precedent to the Restatement Date. 30 Section 8.2. Conditions Precedent to Each Purchase 31
Conditions Precedent to the Restatement Date. The obligation of each Lender to enter into this Agreement, the effectiveness of this Agreement, the obligation of the Lenders to continue, or make, the Term Loans under this Agreement, and the obligation of any LC Issuer to continue, or issue, any Letter of Credit hereunder is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders) (the date such conditions precedent are so satisfied or waived being referred to as the “Restatement Date”):
Conditions Precedent to the Restatement Date. On the Restatement Date:
(a) The Administrative Agent shall have received, on behalf of itself, the Agents, the Canadian Administrative Agent, the Collateral Agent, the Lenders and the Facing Agent, a favorable written opinion of (i) Winston & Xxxxxx, U.S. counsel for the Borrowers, substantially to the effect set forth in EXHIBIT H-1, and Xxxxx X. Xxxx, Vice President and General Counsel for Stone, substantially to the effect set forth in EXHIBIT H-2, (ii) Stikeman Elliott, Ontario counsel for the Borrowers, substantially to the effect set forth in EXHIBIT I-1, (iii) Stikeman Elliott, Quebec counsel for the Borrowers, substantially to the effect set forth in EXHIBIT I-2, (iv) Stikeman Elliott, Canadian tax counsel for SSC Canada, substantially to the effect set forth in EXHIBIT I-3, (v) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for the Borrowers, substantially to the effect set forth in EXHIBIT I-4 and (vi) each local counsel set forth on SCHEDULE 5.02(a), substantially to the effect set forth in EXHIBIT J, in each case (A) dated the Restatement Date, (B) addressed to the Facing Agent, the Agents and the Lenders, and (C) covering 85 such other matters relating to the Loan Documents as the Agents shall reasonably request and with such other changes as are reasonably acceptable to the Agents, and the Borrowers hereby instruct their counsel to deliver such opinions.
(b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Agents, the Lenders and the Facing Agent.
(c) The Administrative Agent shall have received each of the items referred to in clauses (i), (ii) and (iii) below with respect to each Loan Party: (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (or the equivalent thereof) of each Loan Party as of a recent date from such Secretary of State or other Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Restatement Date, (B) that attached thereto is a true and complete copy of resolutions dul...
Conditions Precedent to the Restatement Date. The occurrence of the Restatement Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Administrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement and the CSGS Parent Guaranty.
Conditions Precedent to the Restatement Date. The obligation of the Lenders to continue any Term Loan on the Restatement Date, to make any Loan on the Restatement Date and the obligation of the respective Facing Agent to issue and the Lenders to participate in Letters of Credit on the Restatement Date under this Agreement shall be subject to the fulfillment, at or prior to the Restatement Date, of each of the following conditions:
