Effective Date Conditions Clause Samples

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects)...

Effective Date Conditions. The effectiveness of the amendment and restatement of the Original Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditions precedent:

Effective Date Conditions. The effectiveness of this Loan Agreement and the obligation of the Lender to make the Loans hereunder is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent:

Effective Date Conditions. Each of (i) the amendments set forth in Section 1 hereof and (ii) the obligations of each Consenting Term A Lender and Consenting Revolving Lender to convert their Existing Term A Loans and Existing Revolving Loans, respectively, to Term A-3 Loans and the Additional Term A-3 Lenders to make Additional Term A-3 Loans, shall each become effective on the date (the “Second Amendment Effective Date”, which shall be June 28, 2018) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (a) this Amendment shall have been executed and delivered by (i) the Borrower and each of the other Loan Parties and the ▇▇▇▇▇▇▇▇ Equity Holder, (ii) the Administrative Agent, (iii) the Consenting Lenders and (iv) the Additional Term A-3 Lender; (b) the Administrative Agent shall have received, in immediately available funds, (i) (x) for the account of each Consenting Term A Lender, a fee equal to 0.05% of the aggregate principal amount of the Existing Term A Loans held by such Consenting Term A Lenders, (y) for the account of each Consenting Revolving Credit Lender, 0.05% of the aggregate principal amount of the Existing Revolving Loans of such Consenting Revolving Credit Lender and (z) for the account of the Additional Term A-3 Lender, 0.05% of the aggregate principal amount of the Additional Term A-3 Loans provided by it on the Second Amendment Effective Date and (ii) payment or reimbursement of all other fees, reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent), compensation and other amounts then due and required to be paid in connection with this Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective Date; (c) each of the representations and warranties of the Loan Parties contained in Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects, on and as of the Second Amendment Effective Date (or true and correct in all respects as of a specified date if earlier, or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects); (d) i...

Effective Date Conditions. This Agreement will become effective on the date (such date, the “Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms of the Credit Agreement:

Effective Date Conditions. The obligation of the Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms of this Agreement, is subject to the fulfilment of the following conditions on the Effective Date, to the reasonable satisfaction of the Lenders: (a) the Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership and the Land Trustee; (b) all of the representations and warranties of ▇▇▇▇ & Talbot Canada and the Limited Partnership contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (c) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of ▇▇▇▇ & Talbot Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (d) the Lenders shall have received copies: (i) certified by the Secretary or an Assistant Secretary of each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Land Trustee of any amendments to its charter documents effected since June 15, 2001, resolutions of its board of directors approving this Agreement and the Confirmation, and all documents evidencing any other necessary corporate action of it with respect to this Agreement and the Confirmation; (ii) certified by the Secretary or an Assistant Secretary of the General Partner of any amendments to the Limited Partnership Agreement or the Limited Partnership’s certificate of limited partnership effected since June 15, 2001, resolutions of the board of directors of the General Partner approving this Agreement and the Confirmation, and all documents evidencing any other necessary action under the Limited Partnership Agreement with respect to this Agreement and the Confirmation; (e) the Lenders shall have received a certificate of the Secretary or an Assistant Secretary of each of ▇▇▇▇ & Talbot Canada, the General Partner and the Land Trustee certifying the names and true signatures of its officers authorized to sign this Agreement and the Confirmation and any other documents to be delivered by it hereunder; (f) the Lenders shall have received a recently-dated certificate of good standing or like certificate of ea...

Effective Date Conditions. The date on which the Applicant shall become an Additional Bank (the "Effective Date") is _____________________, 19___; provided, however, that the assignment and assumption described in this Certificate shall not be effective unless, on or before the Effective Date, (i) the Agent has received counterparts of this Certificate duly executed and delivered by the Borrowers (unless the Borrowers' consent to the assignment hereunder is not required under Section 8.11 of the Credit Agreement), the Assigning Bank, the Agent and the Applicant, (ii) the Agent has received the transfer fee for the account of the Agent in the amount of $2,500, and (iii) all other terms and conditions of this Certificate and the Credit Agreement relating to the assignment hereunder have been satisfied. 61

Effective Date Conditions. On or prior to the Effective Date: (a) Purchaser shall receive a certificate dated as of the Effective Date and executed by a duly authorized signatory of Seller in substantially the form attached as Exhibit C; (b) Seller shall receive a certificate dated as of the Effective Date and executed by a duly authorized signatory of Purchaser in substantially the form attached as Exhibit D; (c) each Party shall be satisfied with the results of its due diligence review with respect to this Agreement and the transactions contemplated hereby; (d) each Party shall receive an executed copy of this Agreement; (e) to the extent determined to be necessary by Purchaser, Purchaser shall receive (i) a satisfactory tax opinion from its counsel and (ii) the results of a satisfactory lien search with respect to Seller; and (f) each of the representations and warranties of the Parties set forth in Article IV shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality, Material Adverse Effect or any similar qualification or exception, which shall be true and correct in all respects) on the Effective Date, in each case except to the extent that any such representation or warranty was expressly made only as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date in all material respects (except for such representations and warranties that are qualified by materiality, Material Adverse Effect or any similar qualification or exception, which shall be true and correct in all respects).

Effective Date Conditions. On or prior to the Effective Date: (a) Purchaser shall receive a certificate dated as of the Effective Date and executed by a duly authorized signatory of Seller in substantially the form attached as Exhibit C; and (b) Seller shall receive a certificate dated as of the Effective Date and executed by a duly authorized signatory of Purchaser in substantially the form attached as Exhibit D.