Effectiveness Conditions. This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Agent and Agent’s counsel):
(a) Execution and delivery by Borrower, Guarantors and Lenders of this Amendment to Agent;
(b) Execution and/or delivery by the parties of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof and the Existing Loan Documents.
Effectiveness Conditions. This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Lender and Lender’s counsel):
a. Execution and delivery by Borrower to Lender of this Amendment; and
b. Execution and/or delivery of all other agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Existing Loan Documents.
Effectiveness Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel):
(a) Execution and delivery by Borrowers of this Amendment;
(b) Execution and delivery by Borrowers of the Amended and Restated Revolving Note;
(c) Execution and delivery by Borrowers and Lockbox Bank of the Governmental Depository Agreement and Commercial Depository Agreements;
(d) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, the Amended and Restated Revolving Note, and each document required to be delivered by any Section hereof;
(e) Delivery by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower;
(f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures;
(g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment);
(h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower;
(i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion;
(j) Delivery by Borrowers of an Officer’s Closing Certificate;
(k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral;
(l) Delivery by Borrowers of the Amended and Restated Schedules;
(m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an Xxxxx 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage);
(n) Delivery by Borrowers ...
Effectiveness Conditions. This Amendment shall be effective (the “Effective Time”) upon completion of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counsel):
(a) execution and delivery by Company to Investor of this Amendment;
(b) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Time, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Time, and (iii) the authority and incumbency of the officers of the Company executing this Amendment and any other documents required to be executed or delivered in connection therewith; and
(c) execution and/or delivery by Company of all agreements, instruments and documents requested by Investor to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed hereunder.
Effectiveness Conditions. The amendments and other agreements set forth herein shall be effective upon the satisfaction of all of the following conditions precedent, each to the satisfaction of the Administrative Agent in its sole discretion:
(a) Receipt by the Administrative Agent from each of the Lenders, the Administrative Agent and Borrowers, of a counterpart of this Amendment signed on behalf of such party; and
(b) Receipt by the Administrative Agent of such other documents, instruments and certificates as the Administrative Agent shall reasonably request.
Effectiveness Conditions. The amendments set forth in Section 2 hereof, shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counsel):
(a) Xxxx Xxx shall have resigned from all officer and director positions with the Company and any of its subsidiaries;
(b) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company;
(c) execution and delivery by Company to Investor of this Amendment;
(d) delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares;
(e) the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada;
(f) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Date, and (iii) the authority and incumbency of the officers of the Company executing this Amendment and any other documents required to be executed or delivered in connection therewith;
(g) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date;
(h) the execution and delivery by the Company to the Investor of an Amended and Restated Promissory Note in the form attached hereto as Exhibit A; and
(i) execution and delivery by Company of all agreements, instruments and documents requested by Investor to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed ...
Effectiveness Conditions. This Amendment shall become effective upon the following:
a. Execution and delivery by Borrower of this Amendment;
b. Payment by Borrower of all of Expenses; and
c. Delivery of authorizing resolutions on behalf of Borrower and Guarantors.
Effectiveness Conditions. This Amendment shall be effective upon execution of this Amendment by all parties hereto.
Effectiveness Conditions. This Amendment shall become effective upon the satisfaction of the following conditions:
(a) Delivery to Agent of this Amendment executed by Borrower and each Subsidiary Guarantor; and
(b) Payment to Agent of all of Agent’s Expenses.
Effectiveness Conditions. This Amendment shall be effective upon the satisfaction of the following conditions (any and all Loan Documents, agreements, documents, contracts, certificates, authorizing resolutions, etc. required to be delivered below must be satisfactory in form and substance, and on terms and conditions acceptable to, DLL and its counsel in their Permitted Discretion) (the “Effectiveness Conditions”):
(A) execution and delivery of this Amendment by all parties hereto;
(B) execution and delivery by Borrower to DLL of (i) an Amended and Restated Secured Revolving Credit Note in the maximum principal amount of $35,000,000 and (ii) an Amended and Restated Secured Floorplan Loan Note in the maximum principal amount of $35,000,000;
(C) Delivery to DLL of a certificate of the secretary or assistant secretary of each Borrower entity: (i) certifying the name, title and signature of the officer of such Borrower entity executing this Amendment and/or any other related instrument, document or agreement on behalf of such Borrower entity, (ii) certifying either (z) that there has been no change to the certificate/articles of incorporation and bylaws (or other equivalent organizational documents) since the original closing on the Loan and Security Agreement on December 7, 2006 (or, in the case of any such Borrower entity that was not an original signatory to the Loan Agreement, since the date such Borrower entity was joined as one of the Borrower entities under the Existing Loan Documents) and that the certified copies of such Borrower entity’s organizational documents as delivered to DLL at that time are still in full force and effect or (y) full and complete copies of the certificate/articles of incorporation and bylaws or other equivalent organizational documents (and including all amendments thereto) of such Borrower entity as in effect on the date of such certificate as attached thereto (and each such certificate/articles of incorporation (or other equivalent document) shall be a certified copy recently provided by the appropriate governmental official in such Borrower entity’s jurisdiction of organization), and (iii) a copy of the resolutions and/or written actions or consents of the board of directors, the board of managers or the member(s), as applicable, of such Borrower entity authorizing and/or ratifying the execution of this Amendment and/or any other related instrument, document or agreement (including the Amended and Restated Secured Revolving Credit Note, Amended and...
