Condition Precedent Clause Example with 14 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 Agreement shall be effective upon the occurrence of each of the following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent and (b) the issuance of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall be deemed to be, and is, a Loan Document. (b) Effective as of the Second Amendment Effecti...ve Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that as of the Second Amendment Effective Date after giving effect to this Amendment (i) such Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties of such Loan Party set forth in Article 5 of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. View More
Found in i3 Verticals, Inc. contract

Variations of a "Condition Precedent" Clause from Business Contracts

Condition Precedent. This Agreement Amendment shall be become effective as of the date hereof upon the occurrence of each satisfaction of the following conditions precedent: (a) receipt (a)Receipt by the Administrative Agent of counterparts of this Agreement Amendment duly executed by the Borrower, Loan Parties and the Guarantors, the Required Lenders and Lenders. (b)Receipt by the Administrative Agent and (b) the issuance of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a...) This Agreement shall be deemed to be, and is, a Loan Document. (b) Effective as customary opinions of the Second Amendment Effective Date, all references legal counsel to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants Parties, addressed to the Administrative Agent and the Lenders that each Lender, dated as of the Second Amendment Effective Date after giving effect to this Amendment (i) date hereof. (c)Receipt by the Administrative Agent of the following: (i)a certificate of each Loan Party, signed by a Responsible Officer of such Loan Party has taken all necessary action to authorize Party, certifying and attaching resolutions adopted by the execution, delivery and performance board of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance directors or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties equivalent governing body of such Loan Party set forth approving this Amendment; and (ii)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in Article 5 good standing and qualified to engage in business in its state of organization or formation. (d)Receipt by the Administrative Agent, the Arranger and the Lenders of any fees required to be paid on or before the date hereof. (e)Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03 of the Credit Agreement and Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of Lender that has signed this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the law of Administrative Agent shall have received notice from such Lender prior to the State of New York. proposed Tenth Amendment Closing Date specifying its objection thereto. View More
Found in CACI International Inc contract
Condition Precedent. This Agreement shall be effective upon the occurrence of each satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of (i) counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent, (ii) a duly executed Loan Notice with respect to the Term B-1 Borrowing, (iii) the Term B-1 Notes duly executed by the Borrower in favor of each Lender, and (iv) counterparts of the First Amendment Fee Letter d...uly executed by the Borrower and the Administrative Agent; (b) receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles or other electronic imaging means (e.g. "pdf" or "tif") (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and (b) the issuance its legal counsel: (i) copies of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall Organization Documents of each Loan Party certified to be deemed true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary, assistant secretary or treasurer of such Loan Party to be, be true and is, a Loan Document. (b) Effective correct as of the Second First Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Financial Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Financial Officer thereof authorized to act as a Responsible Financial Officer in connection with this Agreement and the other Investment Documents to which such Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly incorporated, organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of incorporation, organization or formation; (c) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the First Amendment Effective Date, all references to the Credit Agreement and in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges form and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants substance reasonably satisfactory to the Administrative Agent and the Lenders that as Lenders; (d) receipt by the Administrative Agent of a certificate, signed by a Responsible Officer of the Second Borrower, attaching a true, correct and complete copy of an amendment to the Meloxicam Acquisition Agreement, and in form and substance reasonably satisfactory to the Administrative Agent; 2 (e) receipt by the Administrative Agent of a letter of direction containing funds flow information with respect to the proceeds of the Loans to be made on the First Amendment Effective Date, and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders; and (f) receipt by the Administrative Agent and the Lenders of any fees required to be paid on or prior to the First Amendment Effective Date after giving effect to this Amendment (i) such Loan Party has taken all necessary action to authorize (including, for the execution, delivery and performance avoidance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with doubt, the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties of such Loan Party fee set forth in Article 5 of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second First Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Fee Letter). View More
Found in Recro Pharma, Inc. contract
Condition Precedent. This Agreement shall be effective upon the occurrence of each satisfaction of the following conditions precedent: precedent (the "Third Amendment Effective Date"): (a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, Loan Parties, the Required Lenders, the New Lenders (as defined below), and each Lender increasing its Commitment and the Administrative Agent; (b) receipt by the Administrative Agent and (b) the issuance of (i) cop...ies of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall Organization Documents of each Loan Party certified to be deemed true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be, be true and is, a Loan Document. (b) Effective correct as of the Second Third Amendment Effective Date, all references Date (which may be in the form of a certification that there has been no change to such Organizational Documents as last delivered to the Credit Agreement 9CHAR1\1935368v3 Administrative Agent in each of the Loan Documents shall hereafter mean connection with the Credit Agreement Agreement, except as amended by this Amendment. (c) Each detailed therein and attached thereto);(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party hereby (i) acknowledges as the Administrative Agent may require evidencing the identity, authority and consents capacity of each Responsible Officer thereof authorized to all of act as a Responsible Officer in connection with this Agreement and the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the other Loan Documents to which it such Loan Party is party shall remain in full force a party; and(iii) such documents and effect according to their terms except certifications as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees may reasonably require to evidence that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each each Loan Party hereby represents is duly organized or formed, and warrants is validly existing, in good standing and qualified to engage in business in its state of organization or formation;(c) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders that each Lender, dated as of the Second Third Amendment Effective Date after giving effect to this Amendment (i) such Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties of such Loan Party set forth in Article 5 of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date Date; (d) prior to the same extent as though made on and as of the Second Third Amendment Effective Date, except if the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, receipt by the Administrative Agent and each Lender that so requests of a Beneficial Ownership Certification in relation to the extent such representations Borrower; and(e) receipt by the Administrative Agent of all reasonable out-of-pocket fees and warranties specifically relate expenses (and all filing and recording fees and taxes) required to an earlier date, in which case such representations be paid on or before the Third Amendment Effective Date, including the reasonable out-of-pocket fees and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as expenses of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and counsel for the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Administrative Agent. View More
Found in i3 Verticals, Inc. contract
Condition Precedent. This The obligations and agreements of the Lenders as set forth in this Agreement shall be effective upon are subject to the occurrence satisfaction (in the reasonable opinion of the Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions precedent: (and upon such satisfaction, this Agreement shall be deemed to be effective as of the Agreement Effective Date): (a) receipt by the Agreement. The Administrative Agent of shall have received execut...ed counterparts of this Agreement duly executed by from each of the Borrower, the Guarantors, the Required Lenders Administrative Agent, the Issuing Bank, and the Lenders. AMENDMENT – Page 2 (b) Fees and Expenses. The Administrative Agent shall have received payment of all fees and expenses due to the Arranger and the Administrative Agent Agent, in each case, in connection with this Agreement and (b) the issuance Credit Agreement and, in the case of expenses and legal fees, to the 2020 Convertible Notes (the "Second Amendment extent invoiced in reasonable detail at least two (2) Business Days prior to the Agreement Effective Date"). 10 5. Miscellaneous. (a) This Date (except as otherwise reasonably agreed by the Borrower) and required to be paid on the Agreement shall be deemed to be, Effective Date. (c) Representations and is, a Loan Document. (b) Effective Warranties. On and as of the Second Amendment Agreement Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that as of the Second Amendment Effective Date after giving effect to this Amendment (i) such Loan Party has taken all necessary action to authorize Agreement and the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) transactions contemplated hereby, the representations and warranties of such Loan Party the Borrower and the Guarantors set forth in Article 5 of the Credit Agreement and in each the other Loan Document are Documents shall be true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as (without duplication of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, materiality), except to the extent any such representations and warranties specifically relate are expressly limited to an earlier date, in which case case, on and as of the Agreement Effective Date, such representations and warranties shall have been continue to be true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and (without duplication of materiality) as of such specified earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. View More
Found in Lonestar Resources US Inc. contract
Condition Precedent. This Agreement Amendment, and the obligation of each Revolving B Lender to make Revolving B Loans under the Amended Credit Agreement, shall be effective upon the occurrence of each satisfaction of the following conditions precedent: (a) receipt Receipt by the Administrative Agent of counterparts of this Agreement Amendment duly executed by the Borrower, the Guarantors, (i) a Responsible Officer of each Loan Party, (ii) the Required Lenders Lenders, and (iii) each Revolving B Lender. (b) Receipt ...by the Administrative Agent of a Note dated as of the First Amendment Effective Date, executed by a Responsible Officer of the Borrower in favor of each New Lender requesting a Note. (c) Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and (b) the issuance of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall be deemed to be, each Lender (including each New Lender), and is, a Loan Document. (b) Effective dated as of the Second First Amendment Effective Date, all references in form and substance satisfactory to the Credit Agreement Administrative Agent. (d) Receipt by the Administrative Agent of a certificate of each Loan Party, in each case, duly executed by a Responsible Officer of each such Loan Party, dated as of the Loan Documents shall hereafter mean First Amendment Effective Date, (i) certifying and attaching the Credit Agreement as amended resolutions adopted by this Amendment. (c) Each such Loan Party approving or consenting to the this Amendment and the transactions contemplated hereby (i) acknowledges and consents to all (including the establishment of the terms Aggregate Revolving B Commitments), and conditions (ii) certifying as to the incumbency, identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Amendment, (ii) ratifies Amendment and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the other Loan Documents to which it such Loan Party is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of a party. (e) Receipt by the Administrative Agent for of such documents and certifications as the benefit Administrative Agent may require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. (f) There shall not have occurred since December 31, 2019 any event or condition that has had or could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (g) Receipt by the Administrative Agent of a certificate, dated as of the holders First Amendment Effective Date, signed by a Responsible Officer of the Obligations Borrower certifying as to the satisfaction of the conditions set forth in Sections 3(f) above and agrees that this Amendment does not adversely affect or impair in Sections 4.02(a) and 4.02(b) of the Amended Credit Agreement. (h) Upon the reasonable request of any Lender, the Borrower shall have provided to such Liens Lender, and security interests 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, and any manner. (d) Each Loan Party hereby represents and warrants 2 that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (i) Receipt by the Arranger, the Administrative Agent and the Lenders of all fees and expenses, if any, owing pursuant to the First Amendment Fee Letter. (j) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that as such estimate shall not thereafter preclude a final settling of accounts between the Second Borrower and the Administrative Agent). For purposes of determining compliance with the conditions specified in this Section 3, each Lender (including each New 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 First Amendment Effective Date after giving effect to this Amendment (i) such Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with specifying its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties of such Loan Party set forth in Article 5 of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. objections. View More
Found in Trex Company, Inc. contract
Condition Precedent. This Agreement The amendments, consents and other agreements contained herein shall only be effective upon the occurrence satisfaction or waiver by the Administrative Agent and Consenting Lenders of each of the following conditions precedent: precedent (the date of such satisfaction or waiver, the "Third Amendment Effective Date"): (a) receipt by the Administrative Agent shall have received a copy of counterparts of (i) this Agreement Amendment in form and substance reasonably acceptable to the ...Administrative Agent, duly executed by the Borrower, Borrowers and each other Loan Party, the Guarantors, Administrative Agent, the Collateral Agent and Lenders sufficient to constitute Required Lenders and (ii) the Administrative Agent and (b) the issuance of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall be deemed to be, and is, a Loan Document. (b) Effective Fee Letter, dated as of the Second Amendment Effective Date, all references date hereof, in form and substance reasonably acceptable to the Credit Agreement in each Administrative Agent, duly executed by the Borrowers; (b) payment of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents all fees required to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants be paid to the Administrative Agent and the Lenders that as of on or before the Second Third Amendment Effective Date after giving effect to Date, and all expenses in connection with this Amendment (i) such Loan Party has taken all necessary action required to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable be reimbursed in accordance with its terms, except as such enforceability may be subject Section 11.04 of the Credit Agreement, in each case, to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance the extent invoiced or transfer, moratorium otherwise documented no later than the date that is on or similar laws affecting creditors' rights generally before the Third Amendment Effective Date; (c) the Administrative Agent shall have received copies of the complete, fully executed sixth amendment to the ABL Credit Agreement, in form and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law substance satisfactory to the Administrative Agent and the Lenders (the "ABL Amendment"), including all schedules, annexes and exhibits thereto, and each other material document, agreement or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, instrument entered into by any court or Governmental Authority or third party is required Loan Parties in connection with the execution, delivery ABL Amendment; (d) the Administrative Agent shall have received an amendment to the Consultant Engagement Letter in form and substance satisfactory to the Administrative Agent; (e) no order, injunction or performance by such Loan Party judgment has been entered into prohibiting the closing of this Amendment and (iv) Amendment; (f) the representations and warranties of such Loan Party set forth in Article 5 Section 6 of this Amendment shall be true and correct; and (g) the Administrative Agent shall have received copies of all indications of interest or any LOI received by the Investment Bank or any Borrower in connection with the Sale Process subject to redaction of the Credit Agreement names and in each other Loan Document are true and correct in all material respects (and in all respects if identifying information of any such representation potential buyer, investor or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except refinancing party to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified required by materiality or reference to Material Adverse Effect) on and as the terms of such earlier date. (e) This Amendment may be executed in indication of interest or LOI or any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. applicable confidentiality agreement. View More
Found in Armstrong Flooring, Inc. contract
Condition Precedent. This Agreement The amendments, consents and other agreements contained herein shall only be effective upon the occurrence satisfaction or waiver by the Administrative Agent and Consenting Lenders of each of the following conditions precedent: precedent (the date of such satisfaction or waiver, the "Seventh Amendment Effective Date"): (a) receipt by the Administrative Agent of counterparts shall have received a copy of this Agreement Amendment in form and substance reasonably acceptable to the Ad...ministrative Agent, duly executed by the Borrower, the Guarantors, the Required Lenders Borrower and each other Loan Party, the Administrative Agent, the Collateral Agent and Lenders sufficient to constitute Required Lenders; (b) the issuance payment of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall all fees required to be deemed to be, and is, a Loan Document. (b) Effective as of the Second Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants paid to the Administrative Agent and the Lenders that as on or before the Seventh Amendment Effective Date, and all expenses in connection with this Amendment required to be reimbursed in accordance with Section 10.04 of the Second Credit Agreement, in each case, to the extent invoiced or otherwise documented no later than the date that is two (2) Business Days prior to the Seventh Amendment Effective Date after giving effect or, if Borrower fails to this provide at least three (3) Business Days prior notice of the desired Seventh Amendment (i) such Effective Date, no later than the date that is on or before the Seventh Amendment Effective Date; (c) the Administrative Agent shall have received copies of the complete, fully executed fourth amendment to the Term Loan Party has taken Agreement, in form and substance satisfactory to the Administrative Agent and the Lenders (the "Term Loan Fourth Amendment"), including all necessary action to authorize the execution, delivery schedules, annexes and performance of this Amendment, (ii) this Amendment has been duly executed exhibits thereto, and delivered each other material document, agreement or instrument entered into by such any Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required Parties in connection with the execution, delivery Term Loan Fourth Amendment; (d) no order, injunction or performance by such Loan Party judgment has been entered into prohibiting the closing of this Amendment; (e) the representations and warranties set forth in Section 6 of this Amendment shall be true and correct; and (f) the Administrative Agent shall have received evidence of the appointment of the CTO substantially simultaneously with the effectiveness of this Amendment and (iv) otherwise upon the representations terms and warranties of such Loan Party conditions set forth in Article 5 Section 6.26(h) of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Agreement. View More
Found in Armstrong Flooring, Inc. contract
Condition Precedent. This Agreement shall be effective upon the occurrence of each satisfaction or waiver of the following conditions precedent: (a) (the date of such satisfaction or waiver of such conditions being herein referred to as the "Eighth Amendment Effective Date"): (i) execution and delivery of counterparts hereof by the Borrower, the Guarantors, the Lenders and the Administrative Agent; (ii) receipt by the Administrative Agent of counterparts (x) copies of the Organization Documents of each Loan Party ce...rtified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable (or, to the extent such Organization Documents have not been amended or modified since the Closing Date (or such later date when such Organization Documents were delivered to the Administrative Agent), a certification from a secretary or assistant secretary of such Loan Party that no amendments or modifications to such Organization Documents have been made since the Closing Date (or such later date when such Organization Documents were delivered to the Administrative Agent)), and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Eighth Amendment Effective Date, (y) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 to which such Loan Party is a party and (z) good standings or similar certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly executed organized or formed, and is validly existing and in good standing its state of organization or formation (to the extent the concept of good standing is applicable to such Loan Party under the laws of such jurisdiction), in each case dated as of a recent date; (iii) receipt by the Borrower, Administrative Agent of favorable opinions of legal counsel to the Guarantors, Loan Parties, addressed to the Required Lenders Administrative Agent and each Lender, dated as of the Eighth Amendment Effective Date, and in form and substance reasonably satisfactory to the Administrative Agent; (iv) [reserved]; (v) the Administrative Agent shall have received, for the benefit of each Lender executing this Agreement (other than the Exiting Lender), a fee equal to 0.375% of such Lender's Revolving Commitment and (vi) the Loan Parties having paid the reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent, including, without limitation, the reasonable and invoiced fees and expenses of Moore & Van Allen, PLLC. 12 3. Agreement on Escrow Funds. Notwithstanding anything else to the contrary in the Credit Agreement or any other Loan Document, the parties hereto agree that any assets subject to a Lien described in clauses (aa) and (bb) of Section 8.01 of the Credit Agreement (as amended hereby), for so long as such assets shall be subject to such Lien, shall not constitute Collateral under the Credit Agreement or any Loan Document, and the Administrative Agent and (b) the issuance of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall be deemed to be, and is, a Loan Document. (b) Effective as of the Second Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted Secured Parties (as defined in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations Security and agrees that this Amendment does Pledge Agreement) shall not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that as of the Second Amendment Effective Date after giving effect to this Amendment (i) such Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties of such Loan Party set forth in Article 5 of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original entitled to, and shall constitute not have, a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, Lien thereon securing the law of the State of New York. Obligations. View More
Found in The Providence Service Corporation contract
Condition Precedent. This Agreement The amendments, consents and other agreements contained herein shall only be effective upon the occurrence satisfaction or waiver by the Administrative Agent and Consenting Lenders of each of the following conditions precedent: precedent (the date of such satisfaction or waiver, the "Fourth Amendment Effective Date"): (a) receipt by the Administrative Agent shall have received a copy of counterparts of (i) this Agreement Amendment in form and substance reasonably acceptable to the... Administrative Agent, duly executed by the Borrower, the Guarantors, the Required Lenders Borrowers and each other Loan Party, the Administrative Agent, the Collateral Agent and (b) Lenders sufficient to constitute Required Lenders, and (ii) the issuance of the 2020 Convertible Notes (the "Second Amendment Effective Date"). 10 5. Miscellaneous. (a) This Agreement shall be deemed to be, and is, a Loan Document. (b) Effective Fee Letter, dated as of the Second Amendment Effective Date, all references date hereof, in form and substance reasonably acceptable to the Credit Agreement in each Administrative Agent, duly executed by the Borrowers; (b) payment of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents all fees required to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent for the benefit of the holders of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants be paid to the Administrative Agent and the Lenders that as of on or before the Second Fourth Amendment Effective Date after giving effect to Date, and all expenses in connection with this Amendment (i) such Loan Party has taken all necessary action required to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party's legal, valid and binding obligations, enforceable be reimbursed in accordance with its terms, except as such enforceability may be subject Section 11.04 of the Credit Agreement, in each case, to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance the extent invoiced or transfer, moratorium otherwise documented no later than the date that is on or similar laws affecting creditors' rights generally before the Fourth Amendment Effective Date; (c) the Administrative Agent shall have received copies of the complete, fully executed Seventh Amendment to the ABL Credit Agreement, in form and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law substance satisfactory to the Administrative Agent and the Lenders (the "ABL Amendment"), including all schedules, annexes and exhibits thereto, and each other material document, agreement or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, instrument entered into by any court or Governmental Authority or third party is required Loan Parties in connection with the execution, delivery ABL Amendment; (d) no order, injunction or performance by such Loan Party judgment has been entered into prohibiting the closing of this Amendment; (e) the representations and warranties set forth in Section 6 of this Amendment shall be true and correct; and 2 (f) the Administrative Agent shall have received evidence of the appointment of the CTO substantially simultaneously with the effectiveness of this Amendment and (iv) otherwise upon the representations terms and warranties of such Loan Party conditions set forth in Article 5 Section 6.26(h) of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Agreement. View More
Found in Armstrong Flooring, Inc. contract
Condition Precedent. This Agreement The amendments, consents and other agreements contained herein shall only be effective upon the occurrence satisfaction or waiver by the Administrative Agent and Consenting Lenders of each of the following conditions precedent: precedent (the date of such satisfaction or waiver, the "Fourth Amendment Effective Date"): (a) receipt by the Administrative Agent shall have received each of counterparts the following documents or instruments in form and substance reasonably acceptable t...o the Administrative Agent: (i) a copy of this Agreement Amendment duly executed by the Borrower, Borrower and each other Loan Party, the Guarantors, Administrative Agent, the Collateral Agent and Lenders sufficient to constitute Required Lenders Lenders; (ii) a certificate from a Responsible Officer of each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent and (b) the issuance dated as of the 2020 Convertible Notes (the "Second Fourth Amendment Effective Date"). 10 5. Miscellaneous. Date, certifying that, as of the Fourth Amendment Effective Date, immediately after giving effect to the this Amendment, the Term Loan Amendment (as defined below) and the transactions contemplated hereby (the "Fourth Amendment Transactions"): (x) each such Loan Party is in good standing, (y) its organizational documents have not changed since the Third Amendment Effective Date or attaching the current organizational documents, and (z) attaching certificates of resolutions or other corporate or other organizational action as may be necessary with respect to the Fourth Amendment Transactions; (iii) a certificate from the chief financial officer of the Borrower (or other senior officer with substantially equivalent responsibilities) certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Fourth Amendment Transactions, are Solvent; (iv) a certificate from an authorized officer of the Borrower certifying that, as of the Fourth Amendment Effective Date, immediately after giving effect to the Fourth Amendment Transactions, (A) the representations and warranties of the Borrower and each other 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, shall be true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect), in each case, on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, or true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect), as the case may be, as of such earlier date, and except that the representations and warranties contained in subsections (a) This and (b) of Section 5.05 of the Credit Agreement shall be deemed to be, refer to the most recent consolidated statements furnished pursuant to clauses (a) and is, (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default or Event of Default has occurred and is continuing; 3 (v) the Administrative Agent shall have received a Loan Document. (b) Effective Borrowing Base Report and a Consolidated Borrowing Base Report, each calculating the Borrowing Base and the Consolidated Borrowing Base, respectively, as of the Second Fourth Amendment Effective Date, all references Date and demonstrating, among other items, Availability as of the Fourth Amendment Effective Date of at least $32,500,000; (b) payment to the Credit Agreement Administrative Agent, in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. (c) Each Loan Party hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents, (iii) agrees that (A) its obligations under each of the Loan Documents to which it is party shall remain in full force and effect according to their terms except as expressly amended hereby and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents and (iv) affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent immediately available funds for the ratable benefit of the holders Consenting Lenders, an amendment fee equal to 0.05% of the Obligations and agrees that this Amendment does not adversely affect or impair such Liens and security interests in any manner. (d) Each Loan Party hereby represents and warrants aggregate principal amount of Commitments of all the Consenting Lenders; (c) payment of all fees required to be paid to the Administrative Agent and the Lenders that as on or before the Fourth Amendment Effective Date, and all expenses in connection with this Amendment required to be reimbursed in accordance with Section 10.04 of the Second Credit Agreement, in each case, to the extent invoiced or otherwise documented no later than the date that is two (2) Business Days prior to the Fourth Amendment Effective Date after giving effect or, if Borrower fails to this provide at least three (3) Business Days prior notice of the desired Fourth Amendment (i) such Loan Party has taken all necessary action to authorize Effective Date, no later than the execution, delivery and performance of this Amendment, (ii) this date that is on or before the Fourth Amendment Effective Date; (d) no order, injunction or judgment has been duly entered into prohibiting the closing of the Amendment; (e) the Administrative Agent shall have received a fully executed amendment in form and delivered by such substance satisfactory to it with respect to the Term Loan Party and constitutes such Documents (the "Term Loan Party's legal, valid and binding obligations, enforceable Amendment"), including, without limitation, written consent of the Term Loan Agent to the amendments effected hereby in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Amendment and (iv) the representations and warranties of such Loan Party set forth in Article 5 Section 5.2 of the Credit Agreement Intercreditor Agreement; and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as (f) the Administrative Agent shall have received a fully executed copy of the Second Consultant Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if any such representation or warranty is expressly qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date. (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Engagement Letter. View More
Found in Armstrong Flooring, Inc. contract
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