Conditions to Effectiveness of this Agreement. (a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of:
(i) execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents;
(ii) execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms;
(iii) amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith;
(iv) the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms;
(v) [Reserved]
(vi) the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto;
(vii) International Holdings becomes a co-Administrative Borrower under the Credit Agreement;
(viii) the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders;
(ix) entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”);
(x) delivery by the Debt Parties of any and all updated perfection certificates and other...
Conditions to Effectiveness of this Agreement. This Agreement shall be effective upon satisfaction (or waiver in accordance with Section 10.01) of the conditions precedent set forth in this Section 4.01; provided that the obligations of the Lenders to make Credit Extensions hereunder are subject to satisfaction (or waiver in accordance with Section 10.01) of the conditions precedent set forth in Section 4.02:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” electronic copies (followed promptly by originals to the extent requested by the Administrative Agent) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):
(i) executed counterparts of this Agreement, in the number requested by the Administrative Agent;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Closing Date;
(iii) a certificate of a secretary or assistant secretary of the Borrower (attaching resolutions, incumbency certificates as the Administrative Agent may reasonably require and true, correct and complete copies of Borrower’s Organization Documents) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;
(iv) a certificate as to the good standing (or such other customary functionally equivalent certificate) of the Borrower from the Secretary of State (or other applicable Governmental Authority) of Oklahoma;
(v) [Reserved];
(vi) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Borrower, and (B) GableGotwals, special counsel to the Borrower, in each case addressed to the Administrative Agent and each Lender as of the Closing Date and reasonably satisfactory to the Administrative Agent and the Arrangers;
(vii) a certificate of a Responsible Officer of the Borrower (A) either (x) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; and (B) certifying as to the solvency (on a consolidated basis) of the Borrower and its Subsidiaries;
(viii) a ...
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
Conditions to Effectiveness of this Agreement. This Agreement shall become effective on the date on which the following conditions precedent have been satisfied or waived:
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the satisfaction on or prior to the Closing Date, of the following conditions precedent:
Conditions to Effectiveness of this Agreement. This Amendment No. 3 to Third Amended and Restated Loan Agreement shall become effective on the date of the fulfillment (to the satisfaction of the Agent) of the following conditions precedent:
(a) This Amendment No. 3 shall have been executed and delivered to the Agent by a duly authorized representative of the Borrower, the Agent and each Bank.
(b) The Borrower shall have executed and delivered to each Bank its Third Substituted A Note and Third Substituted B Note and with respect to the Swing Line Lender, the Third Substituted Swing Line Note.
(c) The Agent shall have received a Compliance Certificate from the Borrower dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 3, no Default or Event of Default shall exist, shall be true.
(d) Xxxx & Xxxxxxx, counsel to the Borrower, shall have delivered its legal opinion to the Agent, in form and substance satisfactory to the Agent and its counsel.
(e) The Agent shall have received copies of the following:
(i) Copies of all corporate action taken by the Borrower to authorize the execution, delivery and performance of this Amendment No. 3, the Substituted Notes and the transactions contemplated hereby, certified by its secretary;
(ii) A certificate from the secretary of the Borrower to the effect that the By-laws of the Borrower delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that such document is in full force and effect and is true and correct as of the date hereof; and
(iii) An incumbency certificate (with specimen signatures) with respect to the Borrower.
(f) All legal matters incident hereto shall be satisfactory to the Agent and its counsel.
Conditions to Effectiveness of this Agreement. The Closing Date shall not occur and no party hereto will be obligated to take, fulfill or perform any action hereunder, until each of the following conditions have been satisfied, in the sole discretion of the Administrative Agent:
Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement and the obligation of each Lender to make its extension of credit hereunder on the Closing Date shall be subject to the satisfaction or waiver, prior to or concurrently with the making of each such extension of credit on the Closing Date, of the following conditions precedent:
Conditions to Effectiveness of this Agreement. The effectiveness of the agreements set forth in this Agreement and of the amendments set forth in Section 2 of this Agreement, shall become effective on the date (the “Amendment No. 12 Effective Date”) when each of the following conditions shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreement:
4 (a) the Administrative Agent shall have received from (x) each Loan Party, and (y) Lenders constituting the Required Lenders either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 12 Effective Date, certifying that (i) the representations and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement; and (c) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Amendment No. 12 Effective Date, for which invoices have been presented at least one Business Day prior to the Amendment No. 12
Conditions to Effectiveness of this Agreement. This Agreement shall become effective as of the date first written above when the Administrative Agent shall have received from the Borrower, Holdco, each other Guarantor, each Tranche B-1 Lender and the Administrative Agent an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof (and, with respect to any Tranche B-1 Lender that becomes party hereto through an Additional Joinder, upon receipt by the Administrative Agent of an executed counterpart thereof by such additional Tranche B-1 Lender, the Borrower, Holdco, each other Guarantor and the Administrative Agent).
