Second Amendment Effective Date Certificate Clause Samples
The Second Amendment Effective Date Certificate is a document that formally certifies the date on which the second amendment to an agreement becomes effective. In practice, this certificate is typically executed by one or more parties to the agreement and may require confirmation that all conditions precedent to the effectiveness of the amendment have been satisfied. Its core function is to provide clear, written evidence of the amendment's effective date, ensuring all parties are aligned and reducing the risk of disputes regarding when the amended terms take effect.
Second Amendment Effective Date Certificate. Holdings and Company shall have delivered to Co-Syndication Agents and Administrative Agent an originally executed Second Amendment Effective Date Certificate, together with all attachments thereto.
Second Amendment Effective Date Certificate. If the Credit Extension is a Second Amendment Effective Date Term Loan, Company shall have delivered to Administrative Agent a fully executed Second Amendment Effective Date Certificate with respect to the Second Amendment Effective Date Term Loan to be made on the Second Amendment Effective Date.”
Second Amendment Effective Date Certificate. Holdings and Borrower shall have delivered to Administrative Agent an originally executed Second Amendment Effective Date Certificate, together with all attachments thereto, which shall include a certification that no Credit Party is prevented by Chapter 2E or Chapter 2J or any other provision of the Corporations Act from entering into Second Amendment and performing its obligations under the Second Amendment, this Agreement and any other Credit Document to which it is expressed to be a party.
Second Amendment Effective Date Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in paragraphs (F) and (G) of this Section III.
Second Amendment Effective Date Certificate. The Agent shall have received a certificate, dated as of the Second Amendment Effective Date (after giving effect to this Amendment and the amendments contained herein) and duly executed and delivered by an Authorized Officer of the Borrower (the “Second Amendment Effective Date Certificate”), which certificate shall be in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders acting reasonably) (the form and substance of the certificate previously delivered to the Agent shall be deemed to be satisfactory to the Agent and the Majority Lenders) and shall, among other things, represent and warrant that the statements made therein are true and correct in all material respects (without giving effect to any double materiality) as of such date (or such earlier date specified therein), and, at the time such certificate is delivered, such statements shall in fact be so true and correct in all material respects (without giving effect to any double materiality). The statements in such certificate shall be limited to (i) (x) the representations and warranties set forth herein and in each Loan Document shall, in each case, be true and correct in all material respects as of the Second Amendment Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case, after giving effect to this Amendment and the amendments contained herein; provided that any representations and warranties that are by their terms qualified by materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects, and (y) after giving effect to this Amendment and the amendments contained herein no Default or Event of Default under and as defined in the Credit Agreement shall have occurred and then be continuing, (ii) all of the conditions set forth in this Article IV have been satisfied or waived and (iii) no Material Adverse Effect shall have occurred since December 31, 2022.
Second Amendment Effective Date Certificate. The Administrative Agent shall have received, with counterparts for each Lender, the Second Amendment Effective Date Certificate, dated the Second Amendment Effective Date and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of the Borrower made as of such date and under this Agreement, and, at the time such certificate is delivered, such statements shall in fact be true and correct in all material respects. All documents and agreements required to be appended to the Second Amendment Effective Date Certificate shall be in form and substance satisfactory to each of the Agents and such certificate shall specify that none of such documents or agreements have been modified except as set forth in such certificate.
Second Amendment Effective Date Certificate. The Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of the Parent Borrower, certifying as to the accuracy of the representations and warranties set forth in Article IV in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
Second Amendment Effective Date Certificate. The Administrative Agent shall have received a certificate dated the Agreement Effective Date and executed by a Financial Officer of the Borrower that the conditions set forth in Section 5(e) have been satisfied.