Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective only when and if each of the following conditions is satisfied:
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the first date (the “Second Amendment Effective Date”) on which:
(a) The Arranger and the Administrative Agent (or their respective counsels) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower and each Lender;
(b) The Arranger and the Administrative Agent (or their respective counsels) shall have received duly executed counterparts of an amendment to the Intercreditor Agreement, in the form of Exhibit A hereto, that, when taken together, bear the signatures of the ABL Representative and each Loan Party.
(c) The Arranger and the Administrative Agent (or their respective counsels) shall have received certificates from the appropriate Governmental Authority certifying as to the good standing of each Loan Party in the jurisdiction of its incorporation or formation; and
(d) The Arranger and the Administrative Agent (or their respective counsels) shall have received a certificate dated the Second Amendment Effective Date from a Responsible Officer of the Borrower certifying that:
(i) The Borrower and its Subsidiaries, taken as a whole, after giving effect to this Second Amendment, are Solvent as of the Second Amendment Effective Date;
(ii) No Default or Event of Default has occurred and is continuing as of the Second Amendment Effective Date;
(iii) All representations and warranties of the Loan Parties set forth in Article IV of the Credit Agreement are true and correct as of the Second Amendment Effective Date in all material respects (except that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects as of the Second Amendment Effective Date), except to the extent that any such representation and warranty relates solely to an earlier date, in which case such representation and warranty was true and correct in all material respects (except that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty was true and correct in all respects) as of such earlier date; and
(iv) The Organizational Documents of each Loan Party, including all amendments thereto, delivered to the Administrative Agent on December 15, 2014, pursuant to the Credit Agreement remain in full force and effect as of the Second Amendment Effect...
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date (the "Effective Date") when Borrower shall satisfy all of the following conditions:
Conditions to Effectiveness of Second Amendment. Section 3.1. This Second 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 Second Amendment, duly executed by the Company and the Purchaser, shall have been delivered to the Purchaser;
(b) the Purchaser shall have received a fee equal to $10,000;
(c) the Purchaser shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof;
(e) the Purchaser shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Purchaser; and
(f) executed counterparts of Credit Agreements, duly executed by the Company and the Banks, which Credit Agreements shall be in form and substance satisfactory to the Purchaser, shall have been delivered to the Purchaser. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of Second Amendment. This Amendment shall become effective on the first date (the “Second Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of IBM, the Subsidiary Borrowers and Lenders representing the Required Lenders.
Conditions to Effectiveness of Second Amendment. The effectiveness of this Second 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 Second Amendment and the Amended Revolving Note;
(b) Lender shall have determined that no Default or Event of Default exists; and
(c) 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 Second Amendment. This Second Amendment to the Credit Agreement shall become effective upon satisfaction of the following conditions:
Conditions to Effectiveness of Second Amendment. This Second Amendment shall not be effective until the satisfaction or waiver of each of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received counterparts of this Second Amendment duly executed and delivered by the Loan Parties and the Required Lenders.
(b) All necessary consents and approvals to this Second Amendment shall have been obtained, other than those the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.
(c) All fees payable to the Agents, the Arrangers and the Lenders, if any, and all reasonable and documented out-of-pocket expenses for which the Borrower is obligated to reimburse the Agents and the Arrangers shall have been paid.
(d) After giving effect to this Second Amendment, no Default or Event of Default shall exist.
(e) To the extent not previously delivered, the Agents shall have received all documents and instruments, including Uniform Commercial Code and PPSA financing statements, certified statements issued by the Québec Register of Personal and Moveable Property Rights and any amendments in respect of any of the foregoing, required by law or reasonably requested by the Agents to be filed, registered, published or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and substantially concurrently herewith, all such documents and instruments shall be so filed, registered, published or recorded to the satisfaction of the Agents, and all filing and recording fees and taxes in connection therewith shall be duly paid.
Conditions to Effectiveness of Second 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.
Conditions to Effectiveness of Second Amendment. This Second 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 Second Amendment, and shall have received a duly executed acknowledgement of Section 5 of this Second 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.
