Condition Precedent Clause Example with 10 Variations from Business Contracts
This page contains Condition Precedent clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Adm...inistrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
Variations of a "Condition Precedent" Clause from Business Contracts
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), Guarantors, each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of an updated budget of monthly aggregate Disbursements for the periods (i) beginning A...pril 29, 2018 and ending May 25, 2018 and (ii) beginning May 26, 2018 and ending June 15, 2018, in each case, prepared by the Borrower, approved by the Borrower Financial Advisor and in form and substance reasonably acceptable to the Lenders; (c) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) (d) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), Events, and (2) no Default exists after giving effect to this Amendment. 5 8. Amendment; (e) receipt by the Administrative Agent of reimbursement from the Borrower for all reasonable and documented fees and costs (including without limitation (A) all costs incurred in connection with appraisals and perfection of Liens on Vehicles and (B) to the extent invoiced to the Borrower at least one Business Day prior to the Ninth Amendment Effective Date, reasonable fees and costs of (i) counsel to the Administrative Agent and (ii) the Agent Financial Advisor) incurred in connection with the Loan Documents through the Ninth Amendment Effective Date; and (f) receipt by each Lender of reimbursement from the Borrower for all reasonable fees and costs of counsel to such Lender incurred in connection with the Loan Documents through the Ninth Amendment Effective Date to the extent invoiced to the Borrower at least one Business Day prior to the Ninth Amendment Effective Date. 7 13. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, Promptly, and in any event within 5 Business Days of demand therefor, the Borrower shall reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each any Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, to such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment. The Administrative Agent will provide invoices to the Borrower at the end of each two-week period from and after the Ninth Amendment Effective Date providing (i) the amount of out-of-pocket fees and expenses incurred by the Administrative Agent and the Lenders during such two-week period and (ii) the aggregate amount of out-of-pocket fees and expenses incurred by the Administrative Agent and Lenders for the period commencing April 1, 2018 through the end of such two-week period. The Loan Parties shall not be obligated to reimburse the Administrative Agent or the Lenders for their respective fees and expenses incurred during the period commencing April 1, 2018 through June 15, 2018 in an aggregate amount in excess of $400,000 unless either (i) all Obligations under the Loan Documents are accelerated after the occurrence of an Event of Default prior to June 15, 2018 or (ii) all Payoff Items are not received on or prior to 12:00 noon Eastern time on June 15, 2018. View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding Guarantors, each of the Mexican Loan Parties), Lenders (including without limitation each Lender of the Bridge Lenders) and the Administrative Agent; (b) receipt by the Administrative Agent of the Budget in f...orm and substance acceptable to the Administrative Agent and the Lenders; (c) engagement of the CRO and receipt by the Administrative Agent of a duly executed engagement letter between the Borrower and the CRO in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (d) receipt by the Administrative Agent of a duly executed waiver of all defaults and events of default existing under the MPT Documents as of the Bridge Loan Closing Date; (e) receipt by the Administrative Agent of a duly executed Joinder Agreement and all other items required under Section 6.13 of the Credit Agreement with respect to each of the New Subsidiaries. (f) receipt by the Administrative Agent of opinions of legal counsel to the Borrower Loan Parties in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) 7 (g) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, both before and after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees exists; and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to (h) receipt by the Administrative Agent and financial advisors Lenders of the Upfront Fee and any other fees required to be paid on or before the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred date hereof in connection with this Amendment and the Loan Documents, including without limitation this Amendment. Bridge Loans. View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), Guarantors, each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of an updated budget of monthly aggregate Disbursements for the month of April 2018 pre...pared by the Borrower, approved by the Borrower Financial Advisor and in form and substance reasonably acceptable to the Lenders; (c) receipt by the Administrative Agent of payment in respect of all Closing Date Fees; (d) receipt of the Administrative Agent of counterparts of the Second Amendment to Security and Pledge Agreement in the form attached hereto as Annex B duly executed by the Borrower and each U.S. Guarantor; (e) receipt of the Administrative Agent of a letter from the Borrower identifying the Excluded Obligations to the satisfaction of the Lenders; (f) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) 7 (g) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), Events, and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) Amendment; (h) receipt by the Administrative Agent of reimbursement from the Borrower for all reasonable and documented fees and expenses of the Administrative Agent costs (including without limitation, limitation (A) all costs incurred in connection with appraisals and perfection of Liens on Vehicles and (B) to the extent invoiced to the Borrower at least one Business Day prior to the Eighth Amendment Effective Date, reasonable fees and expenses costs of US, Mexican and Canadian (i) counsel to the Administrative Agent and financial advisors to (ii) the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, Financial Advisor) incurred in connection with the Loan Documents, including without limitation this Amendment. Documents through the Eighth Amendment Effective Date; and (i) receipt by each Lender of reimbursement from the Borrower for all reasonable fees and costs of counsel to such Lender incurred in connection with the Loan Documents through the Eighth Amendment Effective Date to the extent invoiced to the Borrower at least one Business Day prior to the Eighth Amendment Effective Date. View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of an updated organizational chart of the Loan Parties and each of their respective Subsidiaries gi...ving effect to (i) the Borrower's Disposition of its interest in 19th Capital Group, LLC and (ii) the dissolution of subsidiaries permitted under Section 5 of the Eleventh Amendment; 8 (c) receipt by the Administrative Agent of (i) a consolidated forecast of cash flows for the Borrower and its Subsidiaries for the thirteen (13) weeks immediately following the Twelfth Amendment Effective Date, in form and detail reasonably satisfactory to the Lenders and (ii) a schedule of professional fee obligations of the Borrower and its Subsidiaries that have been invoiced to date detailed by firm and including the amount owed to such firm and the timing and amount of projected payments to such firm, for the period included in such forecast; (d) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) (e) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), Events, and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) Agent with the consent of the Lenders) of the following conditions precedent: 4 (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Bo...rrower attaching a copy of the Seventeenth Amendment Budget in form, detail and substance acceptable to the Lenders; (c) receipt by the Administrative Agent of the Management Action Plan in form, detail and substance acceptable to the Lenders; (d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower (i) attaching a copy of a confidential information memorandum and non-disclosure agreement prepared by the Investment Banker and (ii) certifying to the Lenders that copies of such materials have been distributed by the Investment Banker to one or more third parties; (e) receipt by the Administrative Agent of copies of all engagement agreements and related agreements executed between the Loan Parties and the Investment Banker, the terms and scope of which agreements shall be reasonably acceptable to the Lenders; (f) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) (g) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), Guarantors, each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of the list of Material Lessors satisfactory to the Lenders; 11 (c) receipt by the Admi...nistrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) (d) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), Events, and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), Guarantors, each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptabl...e to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), Events, and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of $30,000 in respect of an administrative fee, $10,000 of which shall be distributed to each Lende...r; (c) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) 3 (d) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), Events, and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) Agent with the consent of the Lenders) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent; 4 (b) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Bo...rrower attaching a copy of the Eighteenth Amendment Budget in form, detail and substance acceptable to the Lenders; (c) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) (d) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
Condition Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent; (b) receipt by the Administrative Agent of the Disposition A Certificate and Disposition B Certificate, each duly executed by a Responsible... Officer of the Borrower; (c) receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and (c) (d) receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events (as defined in that certain Eighth Amendment to Credit Agreement dated as of March 30, 2018 by and among the parties hereto), and (2) no Default exists after giving effect to this Amendment. 5 8. Payment of Fees and Expenses. Without limiting the Loan Parties' obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.View More
