Effectiveness; Conditions Precedent Sample Clauses
The 'Effectiveness; Conditions Precedent' clause defines when an agreement becomes legally binding, specifying that certain conditions must be satisfied before the contract takes effect. Typically, these conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being obligated under the contract until all necessary requirements are met, thereby managing risk and providing certainty regarding the commencement of contractual obligations.
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Effectiveness; Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of satisfaction or waiver, the “Amendment No. 20 Effective Date”):
(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent:
(i) counterparts of this Amendment executed by the Loan Parties, the Administrative Agent, the Tranche A-4 Term Loan Lenders, the Tranche A-5 Term Loan Lenders, the Required Lenders, each Revolving Credit Lender and each L/C Issuer, in its capacity as L/C Issuer;
(ii) a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 20 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist on, or would result from the occurrence of, the Amendment No. 20 Effective Date and (C) that since December 31, 2018, there have not occurred any facts, circumstances, changes, developments or events (other than with respect to the Vølund Projects located at [***] including but not limited to the Borrower or its Subsidiaries’ entry into and performance of its obligations under the settlement agreements with respect to the Vølund Projects located at [***] (the “Vølund Settlement Agreements”)) which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect;
(iii) a certificate of the secretary or assistant secretary of each of the Loan Parties that are Domestic Subsidiaries certifying and confirming that (i) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or similar governing body) of each such Loan Party, authorizing the execution, delivery and performance of the Amendment and the Loan Documents to which such Loan Party is a party, or is to be, a party, and that ...
Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendment to the Credit Agreement provided in Section 1 hereof are subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrowers, the Administrative Agent and each of the Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of original signature pages by each Person party hereto unless waived by the Administrative Agent; and
(b) All fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent due and payable under Section 10.04(a) of the Credit Agreement) estimated to date and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).
(c) Upon the reasonable request of any Lender made at least 10 days prior to the date hereof, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 5 days prior to the date hereof.
(d) At least 5 days prior to the date hereof, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its objection thereto.
Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:
(i) counterparts of this Amendment, duly executed by each Credit Party, the Administrative Agent, the Required Lenders (prior to giving effect to this Amendment) and the Joining Lender;
(ii) executed copies of the Required Certificates for each Specified Acquisition; and
(iii) an executed copy of a certificate of the Borrower dated as of the date hereof signed by an Authorized Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to the increase in the Aggregate Revolving Commitments provided by this Amendment;
(b) (i) each of Ebix Consulting, Inc., and Vertex, Incorporated shall have delivered Guaranty Joinder Agreements, Security Joinder Agreements and Pledge Joinder Agreements, to the extent applicable, as required by Section 7.11 of the Credit Agreement, (ii) the Borrower shall have delivered a Pledge Agreement Supplement with respect to its interest in Ebix Consulting, Inc., and (iii) the Administrative Agent shall have received all other documents required pursuant to Section 7.11, to the extent applicable, with respect to the Specified Acquisitions, including, without limitation, all certificated Equity Interests with accompanying stock powers for any new Subsidiary acquired pursuant to a Specified Acquisition;
(c) after giving effect to this Amendment (and giving effect to any Credit Extension to occur substantially simultaneously with such effectiveness and the increase in the Aggregate Revolving Commitments), as of the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; and
(d) after giving effect to this Amendment, the Borrower shall be in compliance, on a pro forma basis (as provided in Section 1.3 of the Credit Agreement) with the financial covenants set forth in Section 8.7 of the Credit Agreement as of the Amendment Effective Date;
(e) all fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) shall have been paid in full (without prejudice to final settling of accounts for s...
Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Section 3 shall have been satisfied in form and substance satisfactory to the Administrative Agent.
Effectiveness; Conditions Precedent. This Amendment shall become effective upon satisfaction of the following conditions precedent:
Effectiveness; Conditions Precedent. Upon receipt by the Agent of counterparts of this Amendment, duly executed by the Borrower, the Guarantors, the Agent and the Required Lenders, this Amendment shall be effective as of the date hereof.
Effectiveness; Conditions Precedent. Upon execution by each of Landlord and Tenant the agreement to amend contained in this Fifth Amendment shall be fully binding on Landlord and Tenant as of the date hereof. Notwithstanding the foregoing, the specific amendments contained in Section 2 though Section 7 and the mutual releases set forth in Section 11 shall not take effect until the first day of the first calendar month immediately following satisfaction, to Landlord's reasonable satisfaction, of each of the conditions listed below (the "EFFECTIVE DATE"):
(a) Tenant shall have paid to Landlord as compensation for the Landlord's agreement to accept and early termination of the Lease with respect to the Expansion Space and to consent to the lease modifications contained herein, immediately available funds in an amount equal to $6,750,000;
(b) Tenant shall have paid to Landlord as reimbursement to Landlord of its costs, expenses and legal fees incurred in negotiating and documenting this Fifth Amendment, immediately available funds in an amount not to exceed $15,000;
(c) Tenant shall have surrendered possession of the Expansion Space in broom clean condition; and
(d) Not later than April 15, 2003, Tenant and Landlord shall have executed, and Landlord's lender shall have consented to, this Fifth Amendment. Landlord and Tenant acknowledge and agree that in the event all of the conditions set forth above have not been satisfied on or before April 15, 2003, this Fifth Amendment shall automatically be deemed terminated and shall be null and void and of no further force or effect, whereupon the parties shall be released from all obligations hereunder, except for the brokerage indemnity set forth in Section 8 below which shall expressly survive such termination.
Effectiveness; Conditions Precedent. This Amendment shall be and become effective as of date hereof when all of the conditions set forth in this Section 2 shall have been satisfied.
Effectiveness; Conditions Precedent. This Agreement shall be effective as of the date hereof when all of the conditions set forth in this Section 2 shall have been satisfied in form and substance satisfactory to the Administrative Agent.
Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:
(i) four (4) original counterparts of this Agreement, duly executed by the Borrower, the Administrative Agent, each Guarantor and the Required Lenders; and
(ii) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent shall reasonably request; and
(b) all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent estimated to date) shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).