Conditions to this Agreement. This Agreement shall be and become effective as of the date hereof (the "Fourth Amendment Effective Date") when all of the conditions set forth in this Section 3.01 shall have been satisfied (as determined by the Successor Agent):
(a) The Successor Agent shall have received counterparts of:
(i) this Agreement, duly executed on behalf of each of the Borrower and the Required Lenders and the Tranche D Term Loan Lenders;
(ii) the Joinder, Acknowledgement and Consent of Guarantors and Reaffirmation of Guaranty attached hereto as Schedule 3.01(a)(ii) (the "Joinder"), duly executed on behalf of the Parent and each Subsidiary of the Borrower that is a party to the Subsidiary Agreement;
(iii) the Resignation and Assignment Agreement, duly executed on behalf of each of the Resigning Agent, the Successor Agent and the Borrower;
(iv) a certificate in the form of Schedule 3.01(a)(iv) attached hereto, duly executed on behalf of the Borrower;
(v) a certificate in the form of Schedule 3.01(a)(v) attached hereto, duly executed on behalf of the Borrower; and
(vi) the Agent Fee Letter, duly executed on behalf of the Borrower.
(b) The Successor Agent shall have received the following items for each of the Parent, the Borrower and each other Subsidiary party to the Subsidiary Agreement, in each case dated the Fourth Amendment Effective Date unless otherwise indicated:
(i) copies of the articles or certificates of incorporation or other charter documents of such Person certified to be true, complete and correct as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and/or certified by a secretary or assistant secretary of such Person to be true, complete and correct as of the Fourth Amendment Effective Date;
(ii) a copy of the bylaws, partnership or operating agreement of such Person, as applicable, certified by a secretary or assistant secretary of such Person to be true and correct as of the Fourth Amendment Effective Date;
(iii) resolutions of its Board of Directors or other authorizing body or Person approving and authorizing the execution, delivery and performance of this Agreement, certified as of the Fourth Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) certificates of good standing issued as of a reasonably recent date to the Fourth Amendment Effective Date by such Person's state of organization or formation.
(v) ...
Conditions to this Agreement. Borrower hereby acknowledges and agrees that it shall be condition to Xxxxxx’s willingness to execute this Agreement that Borrower and all other parties thereto, execute and deliver all necessary consents and approvals thereof, all in form and substance satisfactory to Lender, in Xxxxxx’s sole and absolute discretion.
Conditions to this Agreement. The effectiveness of this Agreement is subject to the satisfaction of all of the following conditions:
Conditions to this Agreement. The conditions precedent to this Agreement are set forth in Section 2.2. Section 1.3
Conditions to this Agreement. The obligations of the Placing Banks under this Agreement are subject to the following conditions:
Conditions to this Agreement. This Agreement is intended to commit the parties to the terms and conditions applicable to such party, as contained herein subject to the satisfaction of the following conditions:
Conditions to this Agreement. On or prior to this Agreement, the ---------------------------- following conditions were met:
8.2.1 The Amendment shall have been filed with the Secretary of State of Delaware on the date hereof;
8.2.2 Each of the parties to the Principal Stockholders Agreement shall have duly executed and delivered to each of the parties hereto counterparts of the Principal Stockholders Agreement effective as of the date hereof;
8.2.3 Each of the parties to the Termination Agreement shall have duly executed and delivered to each of the parties hereto counterparts of the Termination Agreement effective as of the date hereof;
8.2.4 Each of the parties to the Rights Agreement shall have duly executed and delivered to each of the parties hereto counterparts of the Rights Agreement effective as of the date hereof;
8.2.5 The Purchaser shall have advanced to the Company Five Hundred Thousand Dollars ($500,000) under the Advancing Term Loan.
8.2.6 The Company shall execute and deliver such documents as the Purchaser reasonably deems necessary in connection with the Advancing Term Loan;
8.2.7 Purchaser and Holdings shall execute and deliver the Co-Sale Agreement.
Conditions to this Agreement. In addition to the other provisions set forth in this Agreement, the agreements of Agent and the Lenders under Section 4(a) are expressly subject to and conditioned upon the continual compliance by Borrower with the following terms, conditions and provisions:
(a) This Agreement shall have been executed by Borrower;
(b) Borrower shall have delivered to Agent an executed IP Agreement (as defined in Section 5 of this Agreement) in the form attached hereto as Annex B;
(c) During the Fundraising Period, Borrower shall continue to perform and comply with each term, condition and provision of this Agreement and the Loan Documents and no Default or Event of Default or other breach or default under this Agreement, the Loan Agreement or any other Loan Document shall occur;
(d) Borrower shall pay, upon receipt of written invoices, all reasonable legal fees and expenses incurred in connection with the preparation, drafting, negotiation and enforcement of this Agreement;
(e) All of the warranties and representations of Borrower contained herein shall be true and correct in all material respects; and
(f) Agents shall have received copies of resolutions or written consents of the board(s) of directors of Borrower authorizing the execution and delivery and the consummation of the transactions contemplated by this Agreement and all other documents or instruments to be executed and delivered in conjunction herewith certified by the Secretary of Borrower as of the date hereof.
Conditions to this Agreement. The obligation of the Bank to enter into this Agreement and to continue to make any loan or advance under the Credit Agreement is subject to the satisfaction of the following further conditions:
(a) This Agreement shall have been executed by the Borrower and delivered to the Bank by 5:00 p.m. (Pittsburgh, PA time) on August 2, 2007;
(b) Corporate resolutions and other certifications by or on behalf of the Borrowers, in form and substance required by the Bank in its sole and absolute discretion and such resolutions and certifications shall have been delivered to the Bank by 5:00 p.m. (Pittsburgh, PA time) on August 2, 2007;
(c) Each of the Borrowers shall bring down, as of the date hereof, each of the representations and warranties contained in this Agreement and the Credit Agreement, respectively; and
(d) The Borrowers shall pay to the Bank all fees provided for in Section 11 hereof by August 2, 2007.
Conditions to this Agreement. The effectiveness of this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions precedent (in form and substance acceptable to the Agent):
