Effectiveness of this Amendment. The following shall have occurred before this Amendment is effective:
Effectiveness of this Amendment. This Amendment Agreement and the Second Restated Credit Agreement shall become effective as of the date (the “Second Restatement Effective Date”) on which each of the following shall have been satisfied or waived:
(a) the Administrative Agent shall have received from the Company and each other Loan Party (including the Irish Borrower), each Issuing Bank, the Swingline Lender and each Lender whose name appears on Schedule 2.01 hereto (i) a counterpart of this Amendment Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include transmission by facsimile or other electronic imaging of a signed signature page of this Amendment Agreement) that such party has signed a counterpart of this Amendment Agreement;
(b) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders and dated the Second Restatement Effective Date) of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Borrowers, (ii) Xxxx X. Xxxx, General Counsel of the Company, and (iii) Xxxxxx Xxx, counsel for the Irish Borrower on the Second Restatement Effective Date, in each case, in form and substance reasonably satisfactory to the Administrative Agent;
(c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrowers, the Loan Documents or such transactions, all in form and substance reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received a certificate, dated the Second Restatement Effective Date and signed by the President and Chief Executive Officer, a Vice President or a Financial Officer of the Company, confirming the accuracy of the representations and warranties set forth in Section 3 hereof;
(e) the Administrative Agent and each Lender shall have received all documentation and other information requested by it for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Anti-terrorism Act (Canada), not...
Effectiveness of this Amendment. Agent must have received the following items, in form and content acceptable to Agent, before this Amendment is effective.
Effectiveness of this Amendment. The provisions of this Amendment shall be subject to the satisfaction of the conditions to effectiveness set forth in Section 4 of this Amendment.
Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent (at the option of Lenders and Agent) until each of the following conditions precedent has been satisfied in form and substance satisfactory to the Agent (the date upon which such conditions are satisfied, the “Second Amendment Effective Date”):
(a) After giving effect to this Amendment, the representations and warranties contained herein and in the Loan Agreement, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto);
(b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;
(c) The Borrowers shall have delivered to the Agent each of the following, in each case, in form and substance satisfactory to the Agent and its counsel in their discretion:
(i) an executed original of this Amendment;
(ii) an amendment to the Fee Letter;
(iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty;
(iv) each of the items required to have been delivered pursuant to Section 3(a) above;
(v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve;
(vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing;
(vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby;
(viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and
(ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Let...
Effectiveness of this Amendment. This Amendment is executed pursuant to the first sentence of Section 27 of the Original Rights Agreement. The Company, by its execution of this Amendment, hereby directs the Rights Agent, pursuant to such sentence of Section 27, to execute this Amendment. This Amendment shall take effect immediately upon the execution hereof by the Company and the Rights Agent and the delivery of the certificate required pursuant to Section 27 of the Original Rights Agreement.
Effectiveness of this Amendment. This Amendment shall become effective upon the satisfaction of each of the following conditions:
Effectiveness of this Amendment. The amendments set forth above shall become effective as of the date of this Amendment only upon the satisfaction of the following conditions precedent:
Effectiveness of this Amendment. The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:
Effectiveness of this Amendment. Each of the following is a condition precedent to the effectiveness of this Amendment and to the Bank’s obligation to extend any credit to Borrower as provided for by this Amendment:
