Conditions Precedent to Effectiveness of Amendment Sample Clauses
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor and the Lenders shall have executed and delivered this Amendment, (ii) the Borrower shall have executed and delivered a Loan Note to EWB (which, for the avoidance of doubt, may be delivered via scanned electronic transmission on the Amendment No. 10 Effective Date, with the original to follow promptly thereafter), (iii) EWB, the Borrower and the Servicer shall have executed and delivered the EWB Lender Fee Letter, (iv) the Agent, the Borrower, the Servicer and the Lenders shall have executed and delivered the Sixth Amended and Restated Lender Fee Letter and (v) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty;
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment and the amendments hereby to each of the Amended Transaction Documents, and (y) one or more reliance letters for the benefit of EWB regarding certain prior corporate, bankruptcy and security interest opinion matters; and
(c) The Agent shall have received the Upfront Fee set forth in the Sixth Amended and Restated Fee Letter; provided that, notwithstanding anything to the contrary herein or in Section 2.5(H) of the Credit Agreement, each of the Agent, the Borrower, the Servicer, the Lenders and the Funding Agents acknowledge, agree and consent that the amendment fee provided by Section 2.5(H) of the Credit Agreement shall not be due and payable to the Agent in connection with this Amendment.
Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders:
(a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;
(b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment;
(e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and
(f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.
Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders:
(a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;
(b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(d) There shall not have been, in the sole judgment of Lenders, any material adverse change in the financial condition, business or operations of Borrower or any Guarantor;
(e) Payment of all fees required to be paid to the Lenders in connection with this Amendment;
(f) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and
(g) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.
Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective (the “Eighth Amendment Effective Date”) upon satisfaction of each of the following conditions:
(a) Each Borrower, the Loan Party Obligors, the Lenders and Agent shall have executed and delivered to the Agent this Amendment and such other documents as the Agent may reasonably request;
(b) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that each of the conditions precedent set forth in Section 4 of the Loan Agreement have been satisfied;
(c) Agent shall have received any and all fees due and payable to Agent as a result of the transactions contemplated by this Amendment (including, but not limited to, a $375,000 amendment fee which shall be payable and net settled on the date of this Amendment and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273- 2(g)(2) for US federal income tax purposes);
(d) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent;
(e) Agent shall have received a final fully executed copy of the Seventh Amendment to Term Loan Agreement;
(f) Agent shall have received evidence satisfactory to Agent as of the date hereof that Borrowers have received equity in the aggregate amount of $30,000,000;
(g) Agent shall have received a fully executed copy of that certain Consent and Second Amendment to Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and between Agent and Term Agent;
(h) Agent shall have received a fully executed copy of the Amended and Restated Revolving Note dated as of the date hereof;
(i) Agent shall have received for each Borrower and Loan Party Obligor, such Person’s (A) charter (or similar formation document), certified by the appropriate Governmental Authority; (B) good standing certificates in its state of incorporation (or formation) and in each other state requested by Agent; (C) bylaws (or similar governing document); (D) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (E) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that Agent and Lxxxxxx may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certif...
Conditions Precedent to Effectiveness of Amendment. This Amendment shall be effective only upon satisfaction in full of the following conditions precedent:
4.1 Agent shall have received counterparts to this Amendment, duly executed by the Agent, Holdings, Borrowers, and Lenders constituting Required Lenders, as applicable.
4.2 Agent shall have received an Amendment Fee Letter, of even date herewith, duly executed by Borrower Agent, and containing terms and conditions satisfactory to Agent.
4.3 Agent shall have received such other documents as the Agent may reasonably request.
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 and all Lenders;
(b) Agent shall have received the Term C Notes payable to each Lender in the amount of such Lender's respective Term Loan C Commitment, duly executed by Borrowers;
(c) Agent shall have received the Equipment Facility B Loans Notes payable to each Lender in the amount of such Lender's respective Equipment Facility B Loan Commitment, duly executed by Borrowers;
(d) Agent shall have received, for the pro rata account of Lenders, a Term Loan C fee of $5,000, which shall be fully earned and nonrefundable;
(e) Agent shall have received, for the pro rata account of Lenders, an Equipment Facility B Loan fee of $5,000, which shall be fully earned and nonrefundable;
(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; and
(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).
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. 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. 2 Effective Date"):
(a) The Administrative Agent and the Lenders shall have received a copy of this Amendment signed by the Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders;
(b) Lenders shall have received a fully executed copy of the Twelfth Amendment to the Senior Credit Facility, dated as of the date of this Amendment, amending the Senior Credit Facility in form and substance satisfactory to the Lenders.
(c) The Borrower shall have paid all accrued and unpaid fees, costs and expenses incurred prior to or on the Amendment No. 2 Effective Date, including all Attorney Costs of the Administrative Agent and the Lenders incurred prior to or on the Amendment No. 2 Effective Date; and
(d) All representations and warranties set forth in Article IV hereof are true and correct.
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment and the waiver of the Existing Defaults set forth in Section 5 above are subject to and contingent upon the fulfillment of each and every one of the following conditions to the satisfaction of Lender: Lender shall have received this Amendment, duly executed by Borrowers; Lender shall have received an amendment fee in the amount of $12,500, which fee shall be fully-earned and non-refundable; After giving effect to this Amendment, no Event of Default or Default shall have occurred and be continuing; and After giving effect to this Amendment, all of the representations and warranties set forth herein 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 date of the Agreement).
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):