Conditions Precedent to Effectiveness of this Agreement Sample Clauses

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) 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, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Benefi...

Conditions Precedent to Effectiveness of this Agreement. In addition to the conditions set forth in Section 6.2, this Agreement shall not be effective and the Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder until the date (“Closing Date”) that each of the following conditions has been satisfied (in each case, in form and substance satisfactory to the Agents and each of the Lenders), unless the Administrative Agent, in its sole discretion, determines that the satisfaction of one or more of the following conditions precedent may be satisfied on a post-closing basis pursuant to the Post-Closing Agreement: (a) Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to the Administrative Agent by each of the signatories thereto, and each Loan Party shall be in compliance with all terms thereof. (b) The Agents shall be satisfied that the Security Documents shall be effective to create in favor of the Applicable Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral and shall have received (i) evidence that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the commercially reasonable opinion of the Agents to protect and preserve such security interests shall have been duly effected, (ii) UCC, PPSA and Lien searches (and the equivalent thereof in all applicable foreign jurisdictions) and other evidence reasonably satisfactory to the Agents that such Liens are the only Liens upon the Collateral, except Permitted Liens, (iii) evidence that the payment (or evidence of provision for payment) of all filing and recording fees and taxes due and payable in respect thereof has been made in form and substance reasonably satisfactory to the Administrative Agent, (iv) all Lien Waivers and Lien Priority Agreements (to the extent not previously received) necessary or desirable in the reasonable opinion of the Administrative Agent, and (v) a completed and fully executed information certificate with respect to each Loan Party substantially in the form of Exhibit F hereto. (c) The Administrative Agent shall have received executed copies of the Term Loan Agreement, the Quebec Subordinated Debt Documents, the Rolex Documents, the Management Agreement, the Xxxxxxx Debt Documents and the Montrovest Debt Documents certified by a Senior Off...

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) The Agent shall have received the following in form and substance satisfactory to the Agent: (i) Executed counterparts of this Agreement, sufficient in number for distribution by the Agent to each of the Lenders and the Borrower. (ii) The notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.02(g). (iii) Certified copies of the resolutions of the board of directors (or persons performing similar functions) of each domestic Loan Party approving the Agreement and each of the Loan Documents to which it is or is to be a party. (iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each domestic Loan Party listing the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such Secretary of State (or such governmental authority) and certifying (A) that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in its office, (B) if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (v) A certificate of the Secretary or an Assistant Secretary of each domestic Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder. (vi) A favorable opinion of General Counsel or Associate General Counsel to the Loan Parties, substantially in the form of Exhibit D-1 and as to such other matters as any Lender through the Agent may reasonably request. (vii) A favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special New York counsel to the Loan Parties, in substantially the form of Exhibit D-2 and as to such other matters as any Lender through the Agent may reasonably request. (viii) A favorable opinion of Shearman & Sterling LLP, special New York counsel to the Agent, in substantially the form of Exhibit E and as to such other matters as any Lender through the Agent ...

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Company, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Company as in effect on the Effective Date, (ii) a certificate of good standing for the Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Company, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Company of all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Company, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Ac...

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on the first date on which all of the following conditions precedent shall be satisfied or waived:

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall be effective on the date (the “Effective Date”) on which the conditions precedent are satisfied: (a)

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective (the "Effective Date") when (i) it shall have been executed by EPNGC, Tennessee, the Administrative Agent, the CAF Advance Agent, the Documentation Agent and the Syndication Agent and (ii) the Administrative Agent and EPNGC either shall have been notified by each Lender that such Lender has executed it or shall have received a counterpart of this Agreement executed by such Lender. Anything in this Agreement to the contrary notwithstanding, if all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall not have been fulfilled on or before December 31, 1997, (i) the Company shall on such date pay all accrued and unpaid facility fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of EPNGC, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New York City time) on December 31, 1997; provided, however, that as soon as the Administrative Agent determines that all of the conditions to effectiveness of this Agreement specified in this Section 3.1 shall have been fulfilled on or before December 31, 1997, the Administrative Agent shall furnish written notice to EPNGC and the Lenders to the effect that it has so determined, and such notice by the Administrative Agent shall constitute conclusive evidence that this Agreement shall have become effective for all purposes. Notwithstanding the foregoing, the obligations of the Company to pay fees pursuant to Section 2.8 as well as all obligations of the Borrowers pursuant to Section 9.4 shall survive the termination of this Agreement.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this agreement is subject to the satisfaction of the following conditions precedent:

Conditions Precedent to Effectiveness of this Agreement. This agreement shall not become effective until the following conditions precedent are fulfilled: (a) this agreement shall have been executed and delivered by each of the Borrower, the Administrative Agent and the Lenders; (b) the attached acknowledgement and consent shall have been executed and delivered by each Guarantor to the Administrative Agent; (c) the Borrower shall have paid to the Lenders and to The Bank of Nova Scotia and Bank of Montreal, in their respective capacities as co-lead arrangers of the Credit Facility (the “Joint-Lead Arrangers”) all fees and expenses required to be paid in connection with the fee letter of even date executed by the Borrower and the Joint-Lead Arrangers.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous receipt by the Administrative Agent and the Lenders of each of the following, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (a) this Agreement duly executed; (b) duly executed Security Documents signed by the Parent and each Credit Party that is not a Foreign Subsidiary (directly or indirectly) of a Borrower, the duly executed Brazilian Quota Pledge Agreement and the duly executed Mexican Pledge Agreement, in addition to copies of the UCC Financing Statements to be filed in connection herewith and therewith, together with delivery to the Administrative Agent of all possessory Collateral (and related documentation); (c) a loan certificate of each of the Credit Parties dated as of the Agreement Date, in substantially the form attached hereto as Exhibit Q, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (i) in the case of the Borrowers only, a true, complete and correct copy of the articles of incorporation or formation, as applicable, and by-laws, limited partnership agreement or operating agreement, as applicable, of each of the Borrowers as in effect on the Agreement Date, (ii) in the case of the Borrowers and other Credit Parties that are Domestic Subsidiaries (directly or indirectly) of a Borrower, certificates of good standing for each of such Credit Parties issued by the Secretary of State or similar state official for the state of formation of each of such Credit Parties, and (iii) a true, complete and correct copy of the resolutions of each of such Credit Parties authorizing each respective Credit Party to execute, deliver and perform each of the Loan Documents to which it is a party; (d) a loan certificate of the Parent dated as of the Agreement Date, in substantially the form attached hereto as Exhibit R, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Parent as in effect on the Agreement Date, (ii) a certificate of good standing for the Parent issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Parent authorizing it to execute, deliver and perform each of the Loan Documents to which it is a...