Effectiveness; Condition Precedent. This Agreement shall be effective upon the Closing. If the Closing does not occur or the transactions contemplated by the Merger Agreement are abandoned, this Agreement shall be null and void ab initio and of no force and effect.
Effectiveness; Condition Precedent. The effectiveness of this Amendment and the amendments provided in Section 1 are subject to the satisfaction of the following conditions precedent:
Effectiveness; Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Guarantors and the Lenders;
(b) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Fifth Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent; CHAR1\1804781v3
(c) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of a Responsible Officer of each Loan Party certifying that such Loan Party has not modified its Organization Documents since such documents were delivered in connection with the Credit Agreement to the Administrative Agent, or if such documents have been modified, attaching and certifying copies of such modified Organization Documents, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by such Responsible Officer of such Loan Party to be true and correct as of the Fifth Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 6 have been satisfied;
(e) receipt by the Administrative Agent of a fee for each Lender consenting to this Agreement in an amount equal to the sum of (i) 0.05% of such Xxxxxx’s Revolving Commitment (after giving effect to this Amendment) plus (ii) 0.05% of such Xxxxxx’s portion of the Term Loan outstanding on the date hereof; and
(f) receipt by the Administrative Agent of a fee for each Lender increasing its Re...
Effectiveness; Condition Precedent. 4.1. The effectiveness hereof, as well as of addenda to the conversion requests mentioned in clause 3.1. above, pursuant to articles 121 and 125 and further provisions of Brazilian Civil Code, is subject to the effective approval of said requests added by the Company's Board of Executive Officers and to the Board of Directors' ratification of share conversion referred to in the previous clause.
Effectiveness; Condition Precedent. The effectiveness of this Amendment and the amendments provided in Section 1 are subject to the Administrative Agent’s receipt of this Amendment, duly executed by the Borrowers, the Administrative Agent and Lenders constituting Required Lenders.
Effectiveness; Condition Precedent. This Amendment and the amendments to the Loan Agreement herein provided shall become effective upon the satisfaction of each of the following conditions precedent:
Effectiveness; Condition Precedent. This Agreement shall become effective as of the First Amendment Effective Date upon receipt by the Administrative Agent of a counterpart of this Agreement duly executed by each of the Administrative Agent, Lenders constituting Required Lenders and Required Revolving Lenders, the Borrower, Holdings, and the other Guarantors.
Effectiveness; Condition Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrower, the Guarantors, Required Lenders, the L/C Issuer, and the Swing Line Lender;
(b) the Borrower shall have paid all fees required to be paid to the Administrative Agent and BofA Securities on or before the Eighth Amendment Effective Date.
Effectiveness; Condition Precedent. The parties hereto agree that the amendment set forth in Section 1 above shall be effective as of the date of this Amendment once this Amendment has been duly executed by all parties hereto and the Bank has received a counterpart thereof.
Effectiveness; Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:
(a) Receipt by the Agents of counterparts of this Agreement duly executed by Timken, and the Required Lenders;
(b) Receipt by the Agents of such certificates of resolutions or other action or incumbency certificates as the Agents may require evidencing the identity, authority and capacity of each Responsible Officer of Timken authorized to act as a Responsible Officer in connection with this Agreement, the Credit Agreement and the other Loan Documents to which Timken is a party;
(c) The Agents shall have received from Timken all fees required to be paid on or before the First Amendment Effective Date; and
(d) Timken shall have paid all reasonable out-of-pocket costs and expenses due and payable to the Agents on the date hereof, including without limitation, the reasonable, documented fees and out-of-pocket costs and expenses of Xxxxx & Xxx Xxxxx PLLC as counsel to the Agents.
