Conditions to Effectiveness Sample Clauses

Conditions to Effectiveness. This Amendment shall be deemed to be effective upon the Administrative Agent's confirmation of receipt of the following: a) a counterpart signature page to this Amendment duly executed and delivered by each Loan Party and each Lender under the Credit Agreement; b) good standing certificates from each of the Borrowers and the other Loan Parties; c) certificates of the secretary or assistant secretary of each Loan Party certifying as to (i) the legal existence of each Loan Party, (ii) resolutions authorizing the amendments contemplated herein, and (ii) confirmation that there have been no changes to the charter or bylaws of such Loan Party since February 7, 2006 and such charters and bylaws remain in full force and effect, or an Exhibit to such certificate evidencing any such changes; d) payment of fees and amounts owing (i) pursuant to §2.15 of the Credit Agreement in the aggregate amount of $29,105.01, and (ii) any other fees and expenses payable on or before the effective date hereof; e) a favorable written opinion (addressed to the Agent and each Lender and dated the date hereof) of ▇▇▇ ▇▇▇▇▇▇ LLP, with respect to (i) the enforceability of this Amendment, the Credit Agreement as amended hereby, and confirming that the security interests granted by the Loan Parties in favor of the Collateral Agent and the Lenders under the Loan Documents is continuing after giving effect to this Amendment, and (ii) with respect to each Loan Party, corporate status, authority, due authorization and no conflicts as well as due execution and delivery of this Amendment; and f) a favorable written opinion (addressed to the Agent and each Lender and dated the date hereof) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Corporate Counsel of Footstar, Inc., with respect to Meldisco K-M Cranston, R.I., Inc.’s corporate authority, due authorization and lack of conflicts.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably reque...

Conditions to Effectiveness. This Amendment shall become effective only upon, or substantially contemporaneously with, the satisfaction in full of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the "AMENDMENT EFFECTIVE DATE"): (a) this Amendment shall have been duly executed by a Responsible Officer of the Borrower and each Guarantor and the Agents and the Lenders, original counterparts of which shall have been delivered to the Administrative Agent; (b) each of the representations and warranties made by each Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (c) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to this Amendment; (d) the Administrative Agent shall have received (with the number of original counterparts requested by the Administrative Agent), a certificate of the Borrower and each of the Guarantors, dated the Amendment Effective Date, as to the incumbency and signature of the officers of the Borrower and each of the Guarantors executing any Loan Document reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower and each of the Guarantors; (e) the Administrative Agent shall have received evidence satisfactory to it authorizing the execution, delivery and performance of this Amendment to which it is a party; (f) the Administrative Agent shall have received evidence satisfactory to it that a duly executed copy of this Amendment has been, or substantially concurrently with the execution hereof, will be, delivered to each Parent; (g) the Administrative Agent shall have received, for the ratable benefit of the Lenders, a non-refundable amendment fee in an amount equal to $30,000, which fee is earned in full by the Lenders; and (h) all other legal matters incident to this Amendment shall be satisfactory to the Administrative Agent and its counsel.

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof only when the following conditions shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Eighteenth Amendment Effective Date"): A. The Agent shall have received for each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, the Company, the Agent and the Required Lenders (or notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent). B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company and the Parent Guarantor approving and authorizing the execution, delivery and performance of this Amendment, certified by their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof by the Company or the Parent Guarantor, as the case may be; (2) A signature and incumbency certificate of the officers of the Company and the Parent Guarantor executing this Amendment; (3) For each Lender, an opinion, addressed to the Agent and each Lender, from Kram▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇ran▇▇▇ ▇▇▇, in form and substance satisfactory to the Agent; and (4) Such other information, approvals, opinions, documents or instruments as the Agent may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):

Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the “Effective Date”):

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Administrative Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Amendment Effective Date”):