Conditions to Effectiveness of Amendment No Sample Clauses

Conditions to Effectiveness of Amendment No. 5. This Amendment shall become effective on the first date (the “Amendment No. 5 Effective Date”) on which the following conditions shall have been satisfied or waived: a. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, (vi) the Successor Agent, (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders. b. All fees previously agreed in writing among the Borrower and the Lead Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower for which invoices have been presented at least two Business Days prior to the Amendment No. 5 Effective Date, shall have been paid by the Borrower. c. The Successor Agent shall have received payment in immediately available funds from or on behalf of the Borrower in an amount sufficient to make the payments required to be made by the Borrower on the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Agent shall have received a Notice of Borrowing for the Amendment No. 5 Initial Term Loans to be made on the Amendment No. 5 Effective Date, setting forth the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Agent. The Successor Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. The Successor Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel to the Borrower, each dated the Amendment No. 5 Effective Date and addressed to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credi...
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Conditions to Effectiveness of Amendment No. The effectiveness of the amendments in this Amendment No. 4 shall be subject to the satisfaction of each of the following conditions precedent:
Sample 1
Conditions to Effectiveness of Amendment No. This Amendment shall become effective on the date (the “Amendment No. 2 Effective Date”) when, and only when, the following conditions shall have been satisfied:
Sample 1
Conditions to Effectiveness of Amendment No. This Amendment No. 3 shall be effective only when and if each of the following conditions is satisfied:
Sample 1
Conditions to Effectiveness of Amendment No. 1. This Amendment and the Initial Term Commitments, including the obligations of the Initial Term Lenders to make Initial Term Loans thereunder on the Amendment No. 1 Effective Date, shall become effective on the date on which each of the following conditions is satisfied (the “Amendment No. 1 Effective Date”): (a) The Administrative Agents and the Amendment No. 1 Lead Arrangers (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Guarantor (other than Holdings), (iv) each Initial Term Lender, (v) each Revolving Lender, (vi) the Revolving Administrative Agent, (vii) the Term Administrative Agent and (viii) the Collateral Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agents (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) Immediately before and after giving effect to the Initial Term Commitments and the incurrence by the Borrower of the Initial Term Loans, the representations and warranties set forth in Section 4 shall be true and correct on and as of the Amendment No. 1
Sample 1
Conditions to Effectiveness of Amendment No. 1. This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which the following conditions are satisfied: (a) The Administrative Agent shall have received (i) counterparts to this Amendment duly executed and delivered by the Borrower, each Guarantor, the Administrative Agent, each Amendment No. 1 Additional Term Lender, each Term Loan Replacement Lender, each RC Replacement Lender, each Revolving Lender and each Issuing Bank, and (ii) consents, in the form attached hereto as Exhibit B-1 and/or Exhibit B-2, as applicable (each, a “Consent”), executed and delivered by Existing Lenders constituting the Required Lenders (as determined immediately prior to giving effect to this Amendment). (b) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date hereof or on such earlier date, as the case may be. (c) No Default or Event of Default shall have occurred and be continuing or shall result from the borrowing of the Amendment No. 1
Sample 1
Conditions to Effectiveness of Amendment No. 3. This Amendment, and the obligation of the Term B-1 Lenders party hereto to make the Term B-1 Loans, shall become effective on the date on which each of the following conditions is satisfied (the “Amendment No. 3 Effective Date”): Exhibit 10.1 (a) The Administrative Agent and the Amendment No. 3 Lead Arrangers (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Term B-1 Lender and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties (including, in the case of each Rollover Amendment No. 3 Term Lender, a Lender Election) or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) Immediately before and after the incurrence by the Borrower of the Term B- 1 Loans, the representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the Amendment No. 3
Sample 1
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Related to Conditions to Effectiveness of Amendment No

  • Conditions to Effectiveness of Amendment This Amendment shall be effective as of the First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

  • Conditions to Effectiveness of Extensions As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

  • Conditions to Effectiveness This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendment, certified by the Secretary or an Assistant Secretary of the Borrower as of the Eighth Amendment Effective Date, which certificates shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be a party.

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