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 Xxxxxxx Xxxxxxx & Xxxxxxxx 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. This Agreement will become effective on the date (the “Amendment No. 2 Effective Date”) on which each of the following conditions (the “Amendment No. 2 Effective Date Conditions”) is satisfied:
Effective Date Conditions. This Agreement will become effective on the date (the “Effective Date”) on which each of the following conditions (the “Effective Date Conditions”) is satisfied:
(a) The Administrative Agent shall have received from the Borrower, the Administrative Agent and each Amendment No. 5 Incremental Term Loan Lender a counterpart of this Agreement signed on behalf of such party;
(b) The Administrative Agent and the Amendment No. 5 Incremental Term Loan Lenders shall have received the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Borrower. The Borrower and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;
(c) The Borrower shall have paid or caused to be paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) of the Amendment No. 5 Incremental Term Loan Lenders and the Administrative Agent, in each case, required to be paid by that certain second amended and restated fee letter, dated as of March 29, 2021, by and among the Borrower and the Amendment No. 5 Arrangers, and, in the case of any such costs and expenses, for which invoices have been presented at least three Business Days (or such shorter period as the Borrower shall reasonably agree) prior to the Effective Date, which such fees, costs and expenses, for the avoidance of doubt, may be netted against the proceeds of the Amendment No. 5
Effective Date Conditions. This Agreement will become effective on the date (the “Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein:
Effective Date Conditions. The date on which the Applicant shall become an Additional Bank (the “Effective Date”) is , 200 ; 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 Borrower (unless the Borrower’s consent to the assignment hereunder is not required under Section 8.10 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 $3,500 (or, if the Applicant is an Affiliate of the Assigning Bank, $1,250), and (iii) all other terms and conditions of this Certificate and the Credit Agreement relating to the assignment hereunder have been satisfied.
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 before the Effective Date, the following conditions shall be satisfied:
Effective Date Conditions. On or before the Effective Date, the following conditions shall be satisfied:
(i) PHYSICAL INSPECTION. Agent shall be satisfied with its physical inspection of the Resorts.
(ii) UCC SEARCH. Agent shall have obtained, at Borrower's cost, such searches of the applicable public records as it deems necessary under Texas, and other applicable law to verify that it has a first or second, as applicable, and prior perfected Lien and security interest covering all of the Collateral. Agent shall not be obligated to fund any Advance if Agent determines that Lenders do not have a first or second, as applicable, and prior perfected lien and security interest covering any portion of the Collateral, except as expressly provided herein.
