Common use of The Effective Date Clause in Contracts

The Effective Date. The effectiveness of the amendment and restatement of this Agreement is subject to the following conditions precedent, each of which shall be satisfied prior to the effectiveness hereof (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) executed counterparts of this Agreement, sufficient in number for distribution to the Lenders and Borrower; (2) Notes issued to each Lender in the principal amount of that Lender's Pro Rata Share; (3) the Subsidiary Guaranty executed by each Subsidiary of Borrower; (4) the Deeds of Trust executed by Borrower and Wheeling Land Development Corporation in forms which are suitable for recordation in the relevant West Virginia recorder's offices; (5) such documentation with respect to Borrower, each Subsidiary Guarantor and each other Obligor as the Administrative Agent may require to establish its due organization, valid existence and good standing, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, and incumbency certificates; (6) the Opinions of Counsel; (7) such assurances as the Administrative Agent deems appropriate that the relevant Governmental Agencies and Regulatory Boards have approved the credit facilities to be provided hereunder to the extent that such approval is required by Applicable Regulations; (8) a Certificate of a Responsible Official signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(d), 8.1(e) and 8.1(g) have been satisfied; (9) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The Administrative Agent shall have received assurances of the recordation acceptable to it from First American Title Insurance Company, together with its commitment to issue its ALTA lenders policy of title insurance in the amount of $40,000,000 with such endorsements to coverage and exceptions from coverage as the Administrative Agent may request. (c) Evidence that the security interests of the Administrative Agent in the Collateral are of first priority. (d) The representations and warranties of Borrower contained in Article 4 shall be true and correct. (e) Borrower, the other Obligors shall be in compliance with all the terms and provisions of the Loan Documents, and after giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (f) The fees due and payable on the Effective Date pursuant to Article 3 shall have been paid. (g) No Material Adverse Effect shall have occurred since December 31, 2000. (h) Delivery of all financial statements as set forth in Article 7. (i) Such environmental reviews and assessments as the Lenders may require with respect to the Real Property. (j) Receipt by the Agent of a lenders loss payable endorsement indicating insurance coverages acceptable to the Lender. (k) The West Virginia State Lottery Commission shall have approved this Agreement and the other Loan Documents in accordance with the requirements of X.Xx. Codess.29-22a-7(a)(5). -68- (l) Borrower shall have received, or shall concurrently receive, not less than $125,000,000 in gross proceeds from the issuance of the Senior Unsecured Notes, and Administrative Agent shall have received executed copies of the Stock Redemption Agreement, the Indenture and all of the material instruments, documents and agreements executed in relation thereto, which documents shall (i) provide that the Senior Unsecured Notes shall mature no earlier than seven years after the Effective Date and (ii) otherwise be in form and substance satisfactory to Administrative Agent. (m) the WHX Entertainment Redemption shall have been completed, all on terms and conditions satisfactory to the Administrative Agent. (n) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agent.

The Effective Date. The effectiveness obligations of the amendment Lenders to make Loans hereunder and restatement Issuing Bank to issue Letters of this Agreement is subject to Credit, as applicable, shall not become effective until the date on which each of the following conditions precedent, each of which shall be is satisfied prior to the effectiveness hereof (unless all of the Lenders, or waived in their sole and absolute discretion, shall agree otherwiseaccordance with Section 10.2): (a) The Administrative Agent shall have received all from each Loan Party either (i) a counterpart of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Date this Agreement and each in form and substance other Loan Document signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case which may include telecopy or electronic transmission of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) executed counterparts a signed signature page of this Agreement, sufficient in number for distribution to the Lenders and Borrower; (2) Notes issued to each Lender in the principal amount of that Lender's Pro Rata Share; (3) the Subsidiary Guaranty executed by each Subsidiary of Borrower; (4) the Deeds of Trust executed by Borrower and Wheeling Land Development Corporation in forms which are suitable for recordation in the relevant West Virginia recorder's offices; (5) such documentation with respect to Borrower, each Subsidiary Guarantor Agreement and each other Obligor as the Administrative Agent may require to establish its due organization, valid existence Loan Document) that such party has signed a counterpart of this Agreement and good standing, its qualification to engage in business each other Loan Document (in each material jurisdiction in case to which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, and incumbency certificates; (6) the Opinions of Counsel; (7) such assurances as the Administrative Agent deems appropriate that the relevant Governmental Agencies and Regulatory Boards have approved the credit facilities to be provided hereunder to the extent that such approval is required by Applicable Regulations; (8) a Certificate of a Responsible Official signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(dparty), 8.1(e) and 8.1(g) have been satisfied; (9) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The Administrative Agent shall have received assurances a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the recordation acceptable to it from First American Title Insurance Company, together with its commitment to issue its ALTA lenders policy of title insurance in the amount of $40,000,000 with such endorsements to coverage and exceptions from coverage as the Administrative Agent may requestEffective Date. (c) Evidence that the security interests of The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent Agent, the Issuing Banks and the Lenders and dated the Effective Date) of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Loan Parties, and Young Xxxxxxx Stargatt & Xxxxxx, LLP, special counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Collateral are of first priorityAdministrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (d) The representations Administrative Agent shall have received (i) certified copies of the resolutions of the board of directors of the Borrower and warranties each other Loan Party approving the transactions contemplated by the Loan Documents to which it is a party and the execution and delivery of such Loan Documents to be delivered by the Borrower contained in Article 4 shall be true and correctthe other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) BorrowerThe Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other Obligors shall documents to be in compliance with all delivered hereunder on the terms and provisions of the Loan Documents, and after giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuingEffective Date. (f) The fees due and payable on Administrative Agent shall have received a certificate, dated the Effective Date pursuant to Article 3 shall have been paidand signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of Parent, confirming compliance with the conditions set forth in paragraphs (b), (c) and (d) of Section 4.2 as of the Effective Date. (g) No Material Adverse Effect The Administrative Agent shall have occurred since December 31received all fees required to be paid by the Borrower on the Effective Date and all expenses required to be reimbursed by the Borrower, 2000in each case for which invoices have been presented at least two business days prior to the Effective Date, on or before the Effective Date. (h) Delivery The Administrative Agent shall have received the results of all financial statements recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Closing Date. The Administrative Agent acknowledges that as set forth in Article 7of the date hereof such condition has been satisfied. (i) Such environmental reviews and assessments as In order to create in favor of the Lenders may require with respect Collateral Agent, for the benefit of the Secured Parties, a valid, perfected first priority security interest in the Collateral, each Loan Party shall have delivered to the Real PropertyCollateral Agent: (i) a completed Perfection Certificate dated the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby; (ii) (A) the certificates representing the Equity Interests (to the extent certificated) required to be pledged pursuant to the Security Agreement, together with an undated stock power or similar instrument of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof, and (B) each instrument evidencing any Indebtedness which is required to be pledged and delivered to the Collateral Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an transfer form endorsed in blank) by the pledgor thereof; and (iii) (A) UCC (or similar) financing statements naming the Borrower and each Guarantor as debtor and the Collateral Agent as secured party, in appropriate form for filing, registration or recordation in the jurisdiction of incorporation or organization of each such Loan Party and (B) the Intellectual Property Security Agreements in appropriate form for filing with the United States Patent and Trademark Office and the United States Copyright Office, as appropriate, that are required pursuant to Section 4.5(a) of the Security Agreement. (j) Receipt by The Lenders shall have received from the Agent of a lenders loss payable endorsement indicating insurance coverages acceptable to Borrower the Lenderfinancial statements described in Section 3.4(a). (k) The West Virginia State Lottery Commission shall have approved this Agreement and On the other Loan Documents in accordance with Effective Date, the requirements of X.Xx. Codess.29-22a-7(a)(5). -68- (l) Borrower shall have received, or shall concurrently receive, not less than $125,000,000 in gross proceeds from the issuance of the Senior Unsecured Notes, and Administrative Agent shall have received a Solvency Certificate executed copies by the chief financial officer of Parent in the Stock Redemption Agreementform of Exhibit I. (l) Since December 31, 2017, no change, development or event shall have occurred that, individually or in the Indenture and all of the material instrumentsaggregate, documents and agreements executed in relation thereto, which documents shall has had or would reasonably be expected to have a Material Adverse Effect. (i) provide that The Administrative Agent shall have received, at least three days prior to the Senior Unsecured Notes shall mature no earlier than seven years after Closing Date, all documentation and other information regarding the Effective Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least five days prior to the Closing Date and (ii) otherwise be to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the Closing Date, any Lender that has requested, in form and substance satisfactory a written notice to Administrative Agent. (m) the WHX Entertainment Redemption Borrower at least five days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have been completed, all on terms and conditions satisfactory to the Administrative Agentreceived such Beneficial Ownership Certification. (n) All legal matters relating Notwithstanding anything to the contrary herein or in any other Loan Documents Document, upon the execution and delivery by the Lenders of their signature pages to this Agreement, the conditions set forth in this Section 4.1 shall be reasonably satisfactory deemed to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agentbe satisfied.

The Effective Date. The effectiveness obligations of the amendment Lenders to make Loans hereunder and restatement Issuing Bank to issue Letters of this Agreement is subject to Credit, as applicable, shall not become effective until the date on which each of the following conditions precedent, each of which shall be is satisfied prior to the effectiveness hereof (unless all of the Lenders, or waived in their sole and absolute discretion, shall agree otherwiseaccordance with Section 10.2): (a) The Administrative Agent shall have received all from each Loan Party either (i) a counterpart of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Effective Date this Agreement and each in form and substance other Loan Document signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case which may include telecopy or electronic transmission of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) executed counterparts a signed signature page of this Agreement, sufficient in number for distribution to the Lenders and Borrower; (2) Notes issued to each Lender in the principal amount of that Lender's Pro Rata Share; (3) the Subsidiary Guaranty executed by each Subsidiary of Borrower; (4) the Deeds of Trust executed by Borrower and Wheeling Land Development Corporation in forms which are suitable for recordation in the relevant West Virginia recorder's offices; (5) such documentation with respect to Borrower, each Subsidiary Guarantor Agreement and each other Obligor as the Administrative Agent may require to establish its due organization, valid existence Loan Document) that such party has signed a counterpart of this Agreement and good standing, its qualification to engage in business each other Loan Document (in each material jurisdiction in case to which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, and incumbency certificates; (6) the Opinions of Counsel; (7) such assurances as the Administrative Agent deems appropriate that the relevant Governmental Agencies and Regulatory Boards have approved the credit facilities to be provided hereunder to the extent that such approval is required by Applicable Regulations; (8) a Certificate of a Responsible Official signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(dparty), 8.1(e) and 8.1(g) have been satisfied; (9) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The Administrative Agent shall have received assurances a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the recordation acceptable to it from First American Title Insurance Company, together with its commitment to issue its ALTA lenders policy of title insurance in the amount of $40,000,000 with such endorsements to coverage and exceptions from coverage as the Administrative Agent may requestEffective Date. (c) Evidence that the security interests of The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent Agent, the Issuing Banks and the Lenders and dated the Effective Date) of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel for the Loan Parties, in form and substance reasonably satisfactory to the Collateral are of first priorityAdministrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (d) The representations Administrative Agent shall have received (i) certified copies of the resolutions of the board of directors of the Borrower and warranties each other Loan Party approving the transactions contemplated by the Loan Documents to which it is a party and the execution and delivery of such Loan Documents to be delivered by the Borrower contained in Article 4 shall be true and correctthe other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) BorrowerThe Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other Obligors shall documents to be in compliance with all delivered hereunder on the terms and provisions of the Loan Documents, and after giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuingEffective Date. (f) The fees due and payable on Administrative Agent shall have received a certificate, dated the Effective Date pursuant to Article 3 shall have been paidand signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of Parent, confirming compliance with the conditions set forth in paragraphs (b), (c) and (d) of Section 4.2 as of the Effective Date. (g) No Material Adverse Effect The Administrative Agent shall have occurred since December 31received all fees required to be paid by the Borrower on the Effective Date and all expenses required to be reimbursed by the Borrower, 2000in each case for which invoices have been presented at least two Business Days prior to the Effective Date, on or before the Effective Date. (h) Delivery The Administrative Agent shall have received the results of all financial statements recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. The Administrative Agent acknowledges that as set forth in Article 7of the date hereof such condition has been satisfied. (i) Such environmental reviews The Lenders shall have received from the Borrower (i) the financial statements described in Section 3.4(a), and assessments as (ii) reasonably detailed projections of the Lenders may require with respect to Borrower and its Subsidiaries, on a consolidated basis, for at least the Real Propertythree (3) fiscal years ended after the Effective Date. (j) Receipt by On the Agent of a lenders loss payable endorsement indicating insurance coverages acceptable to Effective Date, the Lender. (k) The West Virginia State Lottery Commission shall have approved this Agreement and the other Loan Documents in accordance with the requirements of X.Xx. Codess.29-22a-7(a)(5). -68- (l) Borrower shall have received, or shall concurrently receive, not less than $125,000,000 in gross proceeds from the issuance of the Senior Unsecured Notes, and Administrative Agent shall have received a Solvency Certificate executed copies by the chief financial officer of Parent in the Stock Redemption Agreementform of Exhibit H. (k) Since December 31, 2018, no change, development or event shall have occurred that, individually or in the Indenture and all of the material instrumentsaggregate, documents and agreements executed in relation thereto, which documents shall has had or would reasonably be expected to have a Material Adverse Effect. (i) provide that The Administrative Agent shall have received, at least five Business Days prior to the Senior Unsecured Notes shall mature no earlier than seven years after Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) otherwise be to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in form and substance satisfactory a written notice to Administrative Agentthe Borrower at least five days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (m) the WHX Entertainment Redemption shall have been completed, all on terms and conditions satisfactory Notwithstanding anything to the Administrative Agent. (n) All legal matters relating contrary herein or in any other Loan Document, upon the execution and delivery by the Lenders of their signature pages to this Agreement, the Loan Documents conditions set forth in this Section 4.1 shall be reasonably satisfactory deemed to Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP, special counsel to the Administrative Agentbe satisfied.