Conditions to Effectiveness of First Amendment. This First Amendment shall become effective immediately on the date (the “First Amendment Effective Date”) on which each of the following conditions have been satisfied or waived (which, in the case of clause (b), may occur concurrently with the satisfaction or waiver of the other conditions set forth below):
(a) the Administrative Agent (or its counsel) will have received from the (i) Xxxxxxxx and (ii) Administrative Agent, a counterpart of this First Amendment (whether the same or different counterparts) executed on behalf of each such Person (which may be transmitted by facsimile or electronic transmission);
(b) the Borrower shall have paid, by wire transfer of immediately available funds, all fees and reasonable out-of-pocket expenses (including the reasonable fees and expenses of White & Case LLP) to the extent invoiced at least one day prior to the First Amendment Effective Date, incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this First Amendment and required to be paid in connection with this First Amendment pursuant to Section 10.2 of the Credit Agreement;
(c) the representations and warranties contained in Section 3 hereof shall be true and correct;
(d) at the time of and immediately after giving effect to First Amendment, no Default or Event of Default shall have occurred and be continuing;
(e) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, certifying that the condition precedent set forth in clauses (c) and (d) of this Section 2 has been satisfied; and
(f) the Administrative Agent shall not have received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date of the posting of this First Amendment to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to this First Amendment (and the alternate rate of interest provided herein).
Conditions to Effectiveness of First Amendment. This Amendment shall become effective (the “First Amendment Effective Date”) upon the satisfaction of the following conditions precedent:
(a) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers and Lenders representing all the Lenders;
(b) the 364-Day Credit Agreement, dated as of July 2, 2020, among IBM, IBMCLLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, shall be effective; and
(c) on or before the First Amendment Effective Date, the Administrative Agent shall have received, for its own account and the account of each Lender, as applicable, the fees and expenses in the amounts and on the dates previously agreed to in writing by IBM and IBMCLLC.
Conditions to Effectiveness of First Amendment. The provisions of this First Amendment shall become effective on the date upon which each of the following conditions are satisfied (the “Effective Date”):
Conditions to Effectiveness of First Amendment. The effectiveness of this First Amendment is subject to the satisfaction of the following conditions precedent:
Conditions to Effectiveness of First Amendment. First Amendment. Borrower shall have duly executed and delivered this First Amendment.
Conditions to Effectiveness of First Amendment. This First Amendment shall be effective upon the satisfaction, in the Administrative Agent’s sole discretion, of the following conditions precedent:
(i) The Administrative Agent shall have executed, and shall have received from each of the Borrowers, the Issuing Bank and the Required Lenders duly executed signature pages to, this First Amendment, and shall have received a duly executed acknowledgement of Section 5 of this First Amendment from each Guarantor;
(ii) the Administrative Agent shall have executed, and shall have received from Xxxxxxx Oil & Gas Corporation a duly executed counterparty of the Acknowledgement and Agreement Regarding Undertaking to Pay Directly in the form attached as Exhibit X to this First Amendment (the “Acknowledgement and Agreement”);
(iii) the Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably request; and
(iv) the Administrative Agent and the Lenders shall have received all fees and other amounts due and payable, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.
Conditions to Effectiveness of First Amendment. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
Conditions to Effectiveness of First Amendment. This First Amendment shall be effective upon the satisfaction, in the Administrative Agent’s sole discretion, of the following conditions precedent:
(i) The Administrative Agent shall have executed, and shall have received from the Borrower and the Required Lenders duly executed signature pages to, this First Amendment, and shall have received a duly executed acknowledgement of Section 4 of this First Amendment from each Guarantor; and
(ii) the Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably request.
Conditions to Effectiveness of First Amendment. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
(a) Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the date hereof and each in form and substance reasonably satisfactory to Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to Lenders and the Borrower;
(ii) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing (where such concept is applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
(b) the Borrower shall have paid the reasonable attorney’s fees of Agent’s counsel.
(i) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (ii) tax lien, judgment and bankruptcy searches.
(d) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Conditions to Effectiveness of First Amendment. The effectiveness of this First Amendment and the agreements set forth herein are subject to fulfillment, as determined in the sole judgment of Lender, of the following conditions:
(a) Borrowers shall have executed and delivered to Lender this First Amendment and the Amended Revolving Note;
(b) Each Borrower shall have delivered to Lender a Certificate of the Secretary or an Assistant Secretary of such Borrower certifying that appropriate corporate actions authorizing the execution and delivery of this First Amendment have been taken and covering such other matters as Lender may reasonably request;
(c) Lender shall have determined that no Default or Event of Default exists; and
(d) Borrowers shall have delivered such other documents and shall have taken such other actions as Lender in its reasonable discretion may require.
