Conditions to the Restatement Date. The occurrence of the Restatement Date is subject to satisfaction of the following conditions precedent:
Conditions to the Restatement Date. The obligations of the Lenders to make the Term Loan and the initial Revolving Credit Loans, and the Administrative Agent to issue any Letters of Credit, shall be subject to the satisfaction of the following conditions precedent:
Conditions to the Restatement Date. The amendment and restatement of the Original Credit Agreement set forth in Section 3 and the Holdings Guaranty Agreement shall become effective on and after the date when the following conditions shall have been satisfied (the “Restatement Date”):
(a) The Effective Date shall have occurred.
(b) The Intercompany Subordination Agreement (as defined in the Amended and Restated Credit Agreement) shall have been executed and delivered by INSW, the Borrower, and the Subsidiary Guarantors.
(c) The Administrative Agent will have received a closing certificate from an Authorized Officer of INSW in the form attached hereto as Annex G (the “Restatement Date Certificate”), together with all attachments thereto, certifying as to the satisfaction of the conditions set forth in Sections 4(d), 4(e), 4(g), 4(h), 4(i) and 4(j) of this Restatement Agreement and attaching the Disclosure Schedules.
(d) The Merger Transactions will have been consummated concurrently with the Restatement Date substantially in accordance with the Merger Agreement, without any waiver, amendment or modification thereof, in each case, that is materially adverse to the Lenders unless consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld or delayed).
(e) The Consent Letter, and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter.
(f) INSW shall cause to be delivered to the Administrative Agent a solvency certificate from an Authorized Officer of INSW, substantially in the form of Exhibit L to the Amended and Restated Credit Agreement, which shall be addressed to the Administrative Agent and dated as of the Restatement Date, setting forth the conclusion that, after giving effect to the Transactions, each Credit Party individually (after giving effect to rights of contribution and subrogation) and INSW and its Subsidiaries taken as a whole, are not insolvent, and will not be left with unreasonably small capital with which to engage in its business and will not have incurred debts beyond its ability to pay such debts as they become due.
(g) On the Restatement Date, after giving effect to the consummation of the Transactions and the performance by the Credit Parties of the Credit Documents, the obligations incurred in connection therewith and the other transactions contemplated hereby, (i) there shall be no conflict with, or default under the INSW Cr...
Conditions to the Restatement Date. The obligation of the L/C Issuer and each Lender to make its Credit Extension hereunder on the Restatement Date is subject to prior or concurrent satisfaction of the following conditions precedent (subject to Section 6.12(c) hereof):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Date (or, in the case of certificates of governmental officials and certain other documents to be agreed, a recent date before the Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii) (A) sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the date hereof or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the date hereof and, in respect of the U.K. Borrower, authorizing the Company to act as its agent in connection with the Loan Documents, certified as of the date hereof by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the date hereof or a recent date prior thereto and (E) to the extent requested by the Administrative Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the transactions contemplated by, the Loan Documents to which the U.K. Borrower is a party and (ii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar li...
Conditions to the Restatement Date. The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in Section 4 of the Restatement Agreement.
Conditions to the Restatement Date. The effectiveness of this Agreement and the amendment and restatement evidenced hereby, and the agreement of each Tranche B Term Lender to make the extension of credit requested to be made by it is subject to the satisfaction (or waiver in writing in accordance with Section 11.1), prior to or concurrently with the making of such extension of credit on the Restatement Date, of the following conditions precedent:
Conditions to the Restatement Date. The effectiveness of this Agreement and the amendment and restatement evidenced hereby, and the agreement of each Tranche B-2 Term Lender to convert any Existing Term Loan into a Tranche B-2 Term Loan is subject to the satisfaction (or waiver in writing in accordance with Section 11.1), prior to or concurrently with the conversion on the Restatement Date, of the following conditions precedent:
Conditions to the Restatement Date. This Agreement shall become effective on the first day on which the Administrative Agent shall have received the following documents, instruments, approval and Fees, all of which shall be in a form and substance acceptable to the Administrative Agent:
(a) An executed copy of this Agreement and each other Transaction Document to be executed by the Transferor and the Sellers in connection with and on or before the Restatement Date.
(b) A Settlement Statement for August 2002 and a Weekly Report for the week ending September 13, 2002.
(c) All Fees required to be paid on or prior to the Restatement Date in accordance with the Fee Letters shall have been paid.
(d) The Credit Default Swaps shall be in place and the Required Currency Hedge shall be in place for the Required Hedge Notional Amount.
Conditions to the Restatement Date. The effectiveness of this Agreement is subject to the fulfillment to your satisfaction or waiver by you of the following conditions (the date such conditions precedent are satisfied or waived being referred to as the “Restatement Date”):
Conditions to the Restatement Date. Anything herein to the contrary notwithstanding, the restatement of the Existing Credit Agreement in the form of this Agreement shall be subject solely to the satisfaction or (waiver) of the following conditions precedent:
