Conditions Precedent to this Third Amendment Clause Samples
Conditions Precedent to this Third Amendment. The effectiveness of the amendments to the Credit Agreement contained in Section 2 and Section 6 hereof, and the increase of the Borrowing Base set forth in Section 3 hereof is subject to the following:
4.1 The Administrative Agent shall have received counterparts of this Third Amendment from the Loan Parties and each of the Lenders.
4.2 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the effective date of this Third Amendment.
4.3 The Administrative Agent shall have received a duly executed Note payable to ▇▇▇▇▇ Fargo Bank, National Association in a principal amount equal to its Maximum Credit Amount (as amended by Section 2.19 hereof) dated as of the date hereof.
4.4 The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request. The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of this Third Amendment, and such notice shall be conclusive and binding.
Conditions Precedent to this Third Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Third Amendment and each and every provision hereof:
(a) The representations and warranties in the Credit Agreement 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) The Borrower hereby represent and warrants that no Default or Event of Default has occurred and is continuing under the Credit Agreement as of the date hereof;
(c) No Event of Default shall have occurred and be continuing under the Second Amended and Restated Loan and Security Agreement dated as of August 31, 2006 between Bank of America, N.A. (“Bank of America”) and Borrower, as amended, as of the date hereof;
(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 Governmental Authority against Borrower, Agent or any Lender;
(e) Borrower shall have paid Agent a fee equal to $15,000. The fee shall be fully earned and non-refundable as of the date hereof;
(f) Borrower shall have executed and delivered this Third Amendment to Lender by no later than September 15, 2009; and
(g) Borrower and Lender shall have obtained Bank of America’s consent to this Third Amendment.
Conditions Precedent to this Third Amendment. The obligations of Lenders to make any Loans and the obligations of the Issuer to issue any Letter of Credit shall be subject to the prior or concurrent satisfaction or waiver (which shall be waived if Administrative Agent executes and delivers this Third Amendment without requiring satisfaction at such time, subject to any post-closing conditions agreement) of each of the conditions precedent set forth in this Section 3.1 and in Section 6.3 on or before the Third Amendment Closing Date.
Conditions Precedent to this Third Amendment. The Parties hereto acknowledge and agree that following shall be condition precedent to the execution and delivery of this Amendment by Agent:
Conditions Precedent to this Third Amendment. This Agreement is conditional upon receipt by the Lender of:
Conditions Precedent to this Third Amendment. This Third Amendment shall be effective beginning on the first date that each condition precedent set forth in this Section 2 is satisfied:
Conditions Precedent to this Third Amendment. The effectiveness of this Third Amendment is subject to the satisfaction or waiver of each of the following conditions precedent:
Conditions Precedent to this Third Amendment. The effectiveness of this Third Amendment shall be expressly subject to receipt by the Bank of the following items:
(a) a fully executed Third Amendment;
(b) a resolution of Borrower authorizing this Third Amendment, satisfactory in form and substance to the Bank;
(c) payment of an extension fee to the Bank in the amount of $25,000.
(d) payment of all unreimbursed fees and expenses of counsel to the Bank incurred since the execution of the Forbearance Agreement through February 28, 2005 in the amount of $18,928.17, plus, without limitation the fees and expenses incurred by the Bank since March 1, 2005 in connection with the negotiation and preparation of this Third Amendment; and
(e) such other agreements and instruments as the Bank reasonably deems necessary to carry out the terms and provisions of this Third Amendment.