Conditions Precedent to Effectiveness of Amendment Sample Clauses
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions:
(a) Agent shall have received this Amendment, duly executed by Borrowers, Lenders and Agent;
(b) Agent shall have received an Addendum to Revolving Credit Agreement and an Addendum to Security Agreement, duly executed by Phase Seven, together with all Schedules thereto, in form and substance satisfactory to Agent and Lenders;
(c) Agent shall have received the Notes payable to each Lender in the amount of such Lender’s respective Commitments, duly executed by Borrowers;
(d) Agent shall have received a Stock Pledge Agreement, duly executed by Parent, together with receipt by Agent for the ratable benefit of Lenders of the original certificates evidencing one hundred percent (100%) of the issued and outstanding Capital Stock of Phase Seven, together with undated stock powers with respect thereto, duly executed;
(e) Agent shall have received, for the pro rata account of Lenders, (i) a term loan fee of $6,250, which shall be fully earned and nonrefundable, (ii) the Equipment Fee, which shall be fully earned and nonrefundable and (iii) all Expenses owing on the Amendment Date;
(f) No Material Adverse Effect shall have occurred, as determined by Agent in its reasonable discretion;
(g) No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred;
(h) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date);
(i) With respect to Phase Seven:
(i) receipt by Agent of a Certificate of the Secretary of Phase Seven, dated as of the Amendment Date, certifying (1) the incumbency and signatures of the Responsible Officers of Phase Seven who are executing this Agreement and the Loan Documents on behalf of Phase Seven; (2) the By-Laws of Phase Seven and all amendments thereto as being true and correct and in full force and effect; and (3) the resolutions of the Board of Directors of Phase Seven as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, and authorizing the transactions contemplated hereunder and thereunder, and authorizing the Responsible Officers of Phase Seven to execute the same ...
Conditions Precedent to Effectiveness of Amendment. 3.1 This Amendment shall become effective only upon satisfaction in full of the following conditions precedent:
A. Agent shall have received counterparts to this Amendment, duly executed by the Agent, the Borrowers, and the Lenders, as applicable.
B. Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Agent in connection with this Amendment, including legal fees and expenses of Agent’s counsel.
Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction of each of the following conditions (the date on which all such conditions precedent have been satisfied, the “Amendment No. 4 Effective Date”):
5.1 Administrative Agent shall have received a copy of this Amendment signed by the Loan Parties, the Administrative Agent and the Required Lenders;
5.2 Administrative Agent shall have received a fully executed copy of the Third Amendment to First Amended and Restated Credit Agreement, dated as of the date of this Amendment, amending the Second Lien Loan Agreement in form and substance satisfactory to the Administrative Agent;
5.3 Administrative Agent shall have received evidence of payment by the Borrowers of all accrued and unpaid fees, costs and expenses incurred prior to or on the Amendment No. 4 Effective Date, including all Attorney Costs of the Administrative Agent incurred prior to or on the Amendment No. 4 Effective Date; and
5.4 all representations and warranties set forth in Section 5 hereof are true and correct.
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions:
(a) Bank shall have received this Amendment, duly executed by Borrower and Bank;
(b) No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred and be continuing; and
(c) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date).
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the obligations of the Investor to consummate the transactions contemplated by this Amendment are subject to the satisfaction of or waiver by Investor of each of the following conditions not later than July 18, 2014 (“Amendment Date Conditions Precedent” and the date of satisfaction or waiver thereof the “Amendment Date”):
a. the Investor has received fully executed copies of each of the [***] Guaranty, PPA-D, the Site Lease related to PPA-D, the [***] Consent, and Assignment and Assumption Agreement #2, each in form and substance reasonably satisfactory to the Investor, and each such [***] Guaranty, PPA-D, Site Lease and [***] Consent is in full force and effect;
b. the Investor has received fully executed copies of this Amendment and an amendment to the MESPSA in the form attached hereto as Exhibit D (the “MESPSA Amendment”), or otherwise in form and substance reasonably satisfactory to the Investor, and each is in full force and effect;
c. the Investor has received (i) a legal opinion of O’Melveny & Xxxxx LLP, substantially in the form of Annex 8-A to the ECCA but covering only the enforceability of this Amendment and the MESPSA Amendment, (ii) a legal opinion of O’Melveny & Xxxxx LLP, special California counsel, substantially in the form of Annex 8-B.1 to the ECCA but covering only the enforceability of PPA-D, the Site Lease related to PPA-D and the [***] Consent and (iii) a legal opinion of Xxxxxx Xxxxx LLP, special Delaware counsel, covering only the enforceability of the [***] Guaranty;
d. the Investor has received an update of the Insurance Report with respect to PPA-D and any Facility contemplated thereunder, in form and substance reasonably satisfactory to it, and a letter executed by the Insurance Consultant permitting the Investor to rely on such Insurance Report, if not addressed to the Investor;
e. the Investor has received necessary approval from its internal investment committee, board of directors or other governing body to enter into the transactions contemplated under this Amendment, subject only to the satisfaction or waiver of the conditions set forth in this Section 8;
f. the Investor has received, as applicable, (i) an incumbency certificate dated as of the Amendment Date from the Facility Company, from the Class B Member and the Guarantor, (ii) from the Class B Member, on behalf of the Facility Company, a certificate from an authorized officer dated as of the Amendment Date to the effect that ...
Conditions Precedent to Effectiveness of Amendment. This Amendment is expressly subject to and shall become effective only upon satisfaction of each of the following conditions (such date upon which all of such conditions are satisfied being herein called the "Effective Date"):
Section 1.1. There shall exist on the Effective Date no Default or Event of Default under the Loan Documents or any of the Other Purchase Agreements and the documents related thereto, both before and after giving effect to this Amendment and the Other Amendments (as defined in Section 1.2 hereof).
Section 1.2. Amendments, similar in substance to this Amendment, to the Other Purchase Agreements (collectively, the "Other Amendments") shall have been entered into by the requisite percentage of noteholders under the Other Purchase Agreements and become effective, and the Noteholders shall have received satisfactory evidence to such effect.
Section 1.3. The Noteholders shall have received a certificate, dated as of the Effective Date and signed by a Responsible Officer of the Company, stating that, as of the Effective Date, (i) all of the obligations of the Company to be performed prior to or as of the Effective Date under this Amendment have been performed; (ii) the representations and warranties contained in Article 4 of this Amendment are accurate and complete, and (iii) all of the conditions to the effectiveness of this Amendment have been satisfied in full.
Section 1.4. All corporate and other proceedings and all documents incident to the transactions contemplated by this Amendment shall be satisfactory in form and substance to the Noteholders, and the Noteholders shall have received copies of all documents and records relating thereto which they may reasonably request.
Conditions Precedent to Effectiveness of Amendment. The amendments provided for herein shall be effective on the date on which the following conditions precedent have been satisfied (as determined by the Agent):
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(a) The Agent, the Borrower, the Manager, the Servicer, the Seller, and the Lenders shall have executed and delivered this Amendment; and
(b) The Agent shall have received the amendment fee set forth in Section 2.5(H) of the Credit Agreement.
Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions precedent has been satisfied or waived in the sole and absolute discretion of Agent:
a. Agent shall have received a copy of this Amendment, duly executed by Lenders, Dealers and Guarantors.
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions to the satisfaction of Lender:
(a) Lender shall have received this Amendment, duly executed by Borrower;
(b) Lender shall have received the required Cash Collateral;
(c) Lender shall have received Borrower’s Resolutions to Borrow on Lender’s standard form, together with exhibits thereto;
(d) no Event of Default or Default shall have occurred and be continuing; and
(e) all of the representations and warranties set forth herein and in the Agreement shall be true, complete and accurate in all material respects (other than representations and warranties already qualified by materiality which shall be true and correct in all respects) as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the date of the Agreement).