Conditions to Effectiveness of Fourth Amendment. The Amendments contained in this Fourth Amendment shall not become effective until, and shall become effective when, the Administrative Agent shall have received each of the following, in sufficient number to distribute to each Bank.
(a) The Agent shall have received, with a counterpart for each Bank, this Amendment, duly executed by the Borrower, the Banks and the Agent, and consented to by the Guarantors;
(c) The Agent shall have received, with a counterpart for each Bank, a copy of resolutions adopted by the Borrower, authorizing the execution, delivery and performance of this Amendment and the Replacement Revolving Notes by the Borrower, certified by the Borrower's secretary or assistant secretary;
(d) The Agent shall have received, with a counterpart for each Bank, a copy of resolutions adopted by each Guarantor, authorizing the execution, delivery and performance of that Guarantor's consent to this Amendment, certified by that Guarantor's secretary or assistant secretary;
(e) The Agent shall have received, with a counterpart for each Bank, a certificate signed by the secretary or assistant secretary of the Borrower certifying (i) as to the incumbency of the person or persons authorized to execute and deliver on behalf of the Borrower this Amendment and the Replacement Revolving Notes, and (ii) that the articles or certificate of incorporation and bylaws of the Borrower have not been repealed, rescinded, amended or otherwise modified since copies of the same were delivered to the Banks on or about May 8, 1995, pursuant to Section 3.1 of the Credit Agreement;;
(f) The Agent shall have received, with a counterpart for each Bank, a certificate signed by the secretary or assistant secretary of each Guarantor certifying (i) as to the incumbency of the person or persons authorized to execute and deliver on behalf of that Guarantor its consent to this Amendment, and (ii) that the articles or certificate of incorporation and bylaws of that Guarantor have not been repealed, rescinded, amended or otherwise modified since copies of the same were delivered to the Banks on or about (x) May 8, 1995, pursuant to Section 3.1 of the Credit Agreement, or (y) the date such Guarantor became a Guarantor, pursuant to Section 6.5 of the Credit Agreement;
(g) The Agent shall have received certificates of good standing for the Borrower and each Guarantor, in the jurisdiction of its incorporation or organization, in the State of Iowa (with respect to the Borrower), in the Stat...
Conditions to Effectiveness of Fourth Amendment. The amendments set forth in this Fourth Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which the following conditions precedent have been satisfied:
Conditions to Effectiveness of Fourth 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.
(c) Borrower shall have paid to Administrative Agent, for the account of each of the Lenders that consent to this Amendment (including Bank of America), an amendment fee in an amount equal to ten basis points (10 bps) times the aggregate Commitment of all consenting Lenders.
Conditions to Effectiveness of Fourth Amendment. The effectiveness of the Fourth Amendment to Amended and Restated Series 1997-1 Supplement to which this Annex I is attached is subject to the satisfaction of the following conditions:
Conditions to Effectiveness of Fourth Amendment. Section 4.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Fourth Amendment, duly executed by the Company and the Purchaser, shall have been delivered to the Purchaser;
(b) the Purchaser shall have received a new Note in the form of Exhibit A hereto duly executed by the appropriate officer of the Company which reflects the amendment to the interest rate set forth in Section 1.1 hereof; and
(c) the representations and warranties of the company set forth in Section 3 hereof shall be true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Fourth Amendment shall on the Effective Date become effective.
Conditions to Effectiveness of Fourth Amendment. The effectiveness of this Fourth 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 Fourth Amendment and the 2008 Amended and Restated 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 Fourth 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.
Conditions to Effectiveness of Fourth Amendment. This Fourth 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, RBC, as Issuing Bank, and the Required Lenders duly executed signature pages to, this Fourth Amendment, and shall have received a duly executed acknowledgement of Section 4 of this Fourth 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 Fourth Amendment. This Fourth Amendment shall become effective on the date (the "Effective Date") when Borrower shall satisfy all of the following conditions:
Conditions to Effectiveness of Fourth Amendment. This Fourth Amendment to the Credit Agreement shall become effective upon satisfaction of the following conditions:
Conditions to Effectiveness of Fourth Amendment. This Fourth Amendment shall be effective upon the first date upon which the following conditions shall have been satisfied to your reasonable satisfaction:
(a) The Issuers shall have delivered to you executed copies of each of the following documents in form and substance satisfactory to you:
(i) a fully executed counterpart of this Fourth Amendment;
(ii) certified copies of (A) the resolutions of the Board of Directors of each of the Issuers approving this Fourth Amendment and the matters contemplated hereby and (B) all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Fourth Amendment and the other documents to be delivered hereunder;
(iii) a certificate of the Secretary or an Assistant Secretary of each of the Issuers certifying the names and true signatures of the officers of each Issuer authorized to sign this Fourth Amendment and the other documents to be delivered hereunder;
(iv) an opinion, dated the date hereof, from Messrs. Xxxxxxxx, Xxxxx & Xxxxxx LLP, counsel for the Issuers, substantially in the form of Exhibit 3(a)(iv) attached hereto; and
(v) an executed counterpart of the Fourth Amendment to Fleet Bank Agreement, substantially in the form of Exhibit 3(a)(v) attached hereto.
(b) The Issuers shall have paid in full all fees, expenses and disbursements incurred by you in connection with this Fourth Amendment, including, without limitation, the fees, expenses and disbursements of your special counsel.
