Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of this Agreement as of the Restated Agreement Date is subject to the determination of each Bank in its sole and absolute discretion, that each of the following conditions has been fulfilled:
(a) the Administrative Agent shall have received each of the following, in form and substance and, in the case of the materials referred to in clauses (i), (ii), (iii), (vii), (viii) and (xiv), certified in a manner satisfactory to the Managing Agents:
(i) a certificate of the Secretary or an Assistant Secretary of each Loan Party, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificate;
(ii) a copy of the certificate of incorporation (or other constitutive document) of each Loan Party, certified, as of a recent date, by the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organization;
(iii) a good standing certificate (or other analogous document) with respect to each Loan Party, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of organization;
(iv) an opinion of counsel for the Loan Parties, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(iv); --------------------
(v) an opinion of English counsel for Xpedite UK, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); -------------------
(vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(vi); --------------------
(vii) a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; -------------
(viii) a certificate of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and giving effect to the making of any Loans and the application of the proceeds thereof on such day);
(ix) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party;
(x) ei...
Conditions to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement accomplished by this Agreement shall become effective on the date specified in a written notice delivered by the Administrative Agent (the “Restatement Effective Date”) to the effect that the Administrative Agent received counterparts of this Agreement duly executed by each of the parties listed on the signature pages hereto and that all of the following conditions precedent have been satisfied: (a)
Conditions to Effectiveness of Amendment and Restatement. The effectiveness of this Agreement as an amendment and restatement of the Existing Credit Agreement and the obligation of the Lender to continue its Credit Extensions hereunder, as applicable, is subject to satisfaction of the following conditions precedent:
Conditions to Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing Credit Agreement is subject to the condition that the Administrative Agent have received on or before the Closing Date all of the following, in form and substance satisfactory to the Administrative Agent, and in sufficient copies for each Bank:
Conditions to Effectiveness of Amendment and Restatement. This Amended and Restated Credit Agreement shall become effective upon satisfaction or waiver of each of the following conditions precedent (provided that the Agent may, in its sole discretion, extend the time for delivery of evidence of qualification and good standing pursuant to paragraphs (f) and (h) of Section 4.1.1 and paragraph (e) of Section 4.1.2 with respect to states other than the state of organization of the applicable entity), and until such conditions are satisfied or waived, the 1998 Credit Agreement shall continue in effect:
Conditions to Effectiveness of Amendment and Restatement. The effectiveness of this Amendment and Restatement is subject to the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received (i) signed written authorization from each Lender to execute this Amendment on behalf of such Lenders, (ii) counterparts of this Agreement signed by each of the Borrower, any Foreign Borrower party hereto as of the Restatement Effective Date and the Administrative Agent, and (iii) counterparts of a Reaffirmation and Consent of the Guarantors executed by each of the Guarantors;
(b) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date;
(c) the Administrative Agent shall have received payment in immediately available funds of all expenses incurred by the Administrative Agent (including, without limitation, legal fees) reimbursable hereunder and for which invoices have been presented;
(d) the Administrative Agent shall have received executed legal opinions from counsel to the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent;
(e) the Administrative Agent shall have received commitments with respect to the Tranche B Term Loan Euro Commitment in an aggregate amount equal to €75,000,000; and
(f) the Administrative Agent shall have received such other documents, instruments and certificates as it may reasonably request.
Conditions to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall become effective on the date (the "Restatement Effective Date") on which the following conditions shall have been satisfied:
Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Credit Agreement as set forth in this Agreement and the obligation of each Lender and, if applicable, each Issuing Bank to fund any Credit Extension requested to be made by it on the Closing Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.
Conditions to Effectiveness of Amendment and Restatement. The effectiveness of this Agreement is subject to prior or concurrent satisfaction of the following conditions on or before October 3, 1997:
Conditions to Effectiveness of Amendment and Restatement. As conditions precedent to the effectiveness of this Agreement, the Bank shall have received the following items before this Agreement shall become effective on the Closing Date, each in form and substance satisfactory to the Bank and its counsel:
(a) An executed original or copy of this Agreement and the Fee Letter duly executed by an appropriate officer of the District;
(b) A copy of the resolution of the District authorizing the execution, delivery and performance of this Agreement and the Fee Letter, certified by an appropriate official of the District, which certification shall include a statement to the effect that such resolutions are in full force and effect on the Closing Date and have not been amended;
(c) A certificate of the District dated the Closing Date certifying the names and true signatures of the officials of the District authorized to sign this Agreement and the Fee Letter and the other documents to be delivered by the District hereunder;
