Conditions to Effectiveness Contract Clauses (796)
Grouped Into 42 Collections of Similar Clauses From Business Contracts
This page contains Conditions to Effectiveness clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the "Second Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent shall have received this Amendment duly executed and delivered by the Loan Parties, the Agents and the Lenders. (b) Representations and Warranties. The represent...ations and warranties contained in ARTICLE VI of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. The Loan Parties shall have paid (i) an amendment fee to the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 of the Financing Agreement.View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner reasonably satisfactory to the Collateral Origination Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied or waived being herein called the "Second Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent Agents shall have received this Amendment Amendment, duly executed and delivered by the Loan Parties, the Agents each Agent and ...the Required Lenders. (b) Representations and Warranties. The representations and warranties contained in ARTICLE this Amendment and in Article VI of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date Date, after giving effect to this Amendment (including the waiver set forth in Section 3 hereof), as though made on and as of the Second Amendment Effective Date, except such date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date Date, after giving effect to this Amendment (including the waiver set forth in Section 3 hereof), or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. The Loan Parties Borrowers shall have paid (i) an amendment fee to the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on or before the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant to the Loan Documents, Section 2.06 and Section 12.04, including, without limitation, the Fee Letter reasonable fees and Sections 2.06 and 12.04 expenses of Schulte Roth & Zabel LLP, counsel to the Financing Agreement. Origination Agent. View More
Conditions to Effectiveness. This First Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Agent, Agents, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called hereinafter referred to as the "Second "First Amendment Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received this paid all fees and expenses required to be paid on or prior ...to the First Amendment duly executed and delivered by Effective Date pursuant to Section 2.06 or Section 12.04 of the Loan Parties, the Agents and the Lenders. Financing Agreement. (b) Representations and Warranties. The After giving effect to this First Amendment and the transactions contemplated hereby, the representations and warranties contained herein, in ARTICLE Article VI of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second First Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" by materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) thereof) on and as of the Second First Amendment Effective Date as though made on and as of the Second Amendment Effective Date, such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" by materiality in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) thereof) on and as of such earlier date). 6 (c) No Default or Default; Event of Default. After giving effect to this Amendment, First Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing on the Second First Amendment Effective Date or would result from this First Amendment becoming effective in accordance with its terms. -3- (d) Payment Delivery of Fees, Etc. Documents. The Loan Parties Agents shall have paid (i) an amendment fee to received on or before the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second First Amendment Effective Date the following, each in form and shall be non-refundable and (ii) all fees, costs and expenses then due and payable substance reasonably satisfactory to the Agents and, unless indicated otherwise, dated the First Amendment Effective Date: (i) this First Amendment, duly executed by the Loan Parties pursuant Parties, each Agent and the Required Lenders; (ii) an amendment to the Revolving Loan Documents, including, without limitation, Agreement, in form and substance reasonably satisfactory to the Fee Letter Agents, and Sections 2.06 duly executed by the Loan Parties, the Revolving Loan Agent and 12.04 the requisite Revolving Loan Lenders; (iii) a certificate signed by the chief executive officer of each Loan Party, dated as of the First Amendment Effective Date, certifying as to the matters set forth in subsections (b) and (c) of this Section 4. (e) Material Adverse Effect. There shall not have occurred since the Effective Date (as defined in the Financing Agreement. Agreement) any event or development that has had or could reasonably be expected to have any Material Adverse Effect. View More
Conditions to Effectiveness. This The effectiveness of this Second Amendment shall become effective only upon satisfaction in full, in a manner satisfactory is subject to the Collateral Agent, fulfillment of each of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called are fulfilled or are waived by Agent is hereinafter referred to as the "Second Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent shall have received this Amend...ment duly executed and delivered by the Loan Parties, the Agents and the Lenders. (b) Representations and Warranties. Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in this Second Amendment, ARTICLE VI V of the Financing Loan Agreement (as amended hereby) and in each other Loan Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Second Amendment Effective Date shall be are true and correct in all material respects (except that such materiality qualifier shall not be applicable any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct (and in all respects subject if such representation and warranty is already qualified by materiality or by reference to such qualification) a Material Adverse Effect) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct (and in all respects subject if such representation and warranty is already qualified by materiality or by reference to such qualification) a Material Adverse Effect) on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Second Amendment becoming effective in accordance with its terms. (d) 9 (b) Execution of Amendment. Agent and the Supermajority Required Lenders shall have executed this Second Amendment and shall have received a counterpart to this Second Amendment, duly executed by each Loan Party. (c) Second Amendment Fee Letter; Payment of Fees, Etc. The Loan Parties (A) Agent shall have paid received, on or before the Second Amendment Effective Date, that certain fee letter, dated as of June 4, 2019, among Agent and Borrowers (the "Second Amendment Fee Letter"), duly executed by Borrowers, and (B) Borrowers shall have paid, on or before the Second Amendment Effective Date, (i) an amendment fee all fees due and payable on or prior to the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable pursuant to the Second Amendment Fee Letter and (ii) all fees, fees and invoiced costs and expenses then due and payable by the Loan Parties Borrowers pursuant to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 Section 16.9 of the Financing Loan Agreement. All fees under this Section 3(c) shall be fully earned and payable as of the Second Amendment Effective Date, and may be charged by Agent to the U.S. Borrower's Account. (d) Notes. Agent shall have received any amended and restated Canadian Revolving Credit Notes, US Revolving Credit Notes and Swing Loan Notes requested by a Lender, duly executed by each applicable Loan Party. (e) Secretary's Certificate and Authorizing Resolutions. Agent shall have received a certificate of the Secretary of each Borrower in form and substance satisfactory to Agent dated as of the Second Amendment Effective Date which shall certify copies of resolutions in form and substance reasonably satisfactory to Agent of the board of directors of Borrowers authorizing the execution, delivery and performance of the Second Amendment. (f) Legal Opinion. Agent shall have received the executed legal opinion of (i) Latham & Watkins LLP, counsel to the Loan Parties and (ii) Stikeman Elliott LLP, Canadian counsel to the Loan Parties in each case, in form and substance reasonably satisfactory to Agent which shall cover such matters incident to the Second Amendment as Agent may reasonably require. View More
Conditions to Effectiveness. This Agreement shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Agent in its sole discretion: (a) Agent shall have received (including by way of facsimile or other electronic transmission) a duly authorized, executed and delivered counterparty of the signature page to this Agreement from each Borrower, the Agent and the Lenders; (b) Agent shall have received a fully executed copy of the Affiliated Credit Agreement in form and su...bstance reasonably satisfactory to Agent; (c) all representations and warranties of Borrowers contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof); (d) prior to and after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (e) Borrowers shall have delivered such other documents, information, certificates, records, permits, and filings as the Agent may reasonably request in connection with this Agreement.View More
Conditions to Effectiveness. This Agreement shall become effective as of the date on which Agent has received each agreement, document and instrument set forth in this section, each in form and substance satisfactory to Agent, including the satisfaction of the following conditions has been satisfied, as determined by precedent, each to the satisfaction of Agent in its sole discretion: (a) Agent Borrowers shall have received (including delivered to Agent this Agreement, duly executed by way an authorized officer of facsimile... or each Borrower; (b) Borrowers shall have delivered such other electronic transmission) a duly authorized, executed documents, information, certificates, records, permits, and delivered counterparty filings as the Agent may reasonably request; (c) all of the signature page to this Agreement from each Borrower, the Agent and the Lenders; (b) Agent shall have received a fully executed copy of the Affiliated Credit Agreement in form and substance reasonably satisfactory to Agent; (c) all representations and warranties of Borrowers contained set forth herein shall be and in the other Financing Documents are true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) with respect to such Borrower as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) on and as of such earlier date (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof); and (d) prior to and after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (e) Borrowers Documents (and such parties' delivery of their respective signatures hereto shall have delivered such other documents, information, certificates, records, permits, and filings as the Agent may reasonably request in connection with this Agreement. be deemed to be its certification thereof). View More
Conditions to Effectiveness. This Agreement shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Agent in its sole discretion: (a) Agent shall have received (including by way of facsimile or other electronic transmission) a duly authorized, executed and delivered counterparty counterpart of the signature page to this Agreement Agreement, from each Borrower, the Agent and the Required Lenders; (b) Agent shall have received a fully executed copy of the Affiliated... Credit Agreement in form and substance reasonably satisfactory to Agent; (c) all representations and warranties of Borrowers Borrower contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof hereof, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier in the text of such representation or warranty) (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof); (d) prior to (c) Immediately before and immediately after giving effect to the agreements set forth herein, this Agreement, no Default or Event of Default shall exist under any of the Financing Documents; have occurred and (e) Borrowers be continuing or result therefrom; and (d) Borrower shall have delivered such other documents, information, certificates, records, permits, and filings as the Agent may reasonably request in connection with this Agreement. request. View More
Conditions to Effectiveness. This Agreement shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Agent in its sole discretion: (a) Agent (a)Agent shall have received (including by way of facsimile or other electronic transmission) a duly authorized, executed and delivered counterparty of the signature page to this Agreement from each Borrower, the Agent and the Lenders; (b) Agent (b)Agent shall have received a fully executed copy of the Second Amendment to the ...Affiliated Credit Agreement (the "Term Loan Second Amendment"), in form and substance reasonably satisfactory to Agent; (c) all (c)Affiliated Agent shall have received (i) the "Amendment Prepayment" and (ii) the "Amendment Prepayment Exit Fee" (as each such term is defined in the Term Loan Second Amendment), in each case, from Borrowers in accordance with the Term Loan Second Amendment; (d)all representations and warranties of Borrowers contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof); (d) prior (e)prior to and after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (e) Borrowers (f)Borrowers shall have delivered such other documents, information, certificates, records, permits, and filings as the Agent may reasonably request in connection with this Agreement. View More
Conditions to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent: 5.1. The Purchaser shall have received a fully executed copy of this Amendment. 5.2. The Purchaser shall have received the corresponding, fully executed amendment to the documents evidencing the Permitted Senior Debt, in form and substance satisfactory to the Purchaser. 5.3. The Purchaser shall have received the corresponding, fully executed amendment to the Subordinated Loan Agreement..., in form and substance satisfactory to the Purchaser. 4 5.4. All representations and warranties of the Companies contained herein shall be true and correct in all material respects as of the date hereof (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof). 5.5. The Purchaser shall have received all fees and other amounts due and payable to the Purchaser and its counsel in connection with this Amendment, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement.View More
Conditions to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent: 5.1. 6.1. The Purchaser shall have received a fully executed copy of this Amendment. 5.2. 6.2. The Purchaser shall have received the corresponding, fully executed amendment to copies of the documents Senior Loan Documents evidencing the Permitted Senior Debt, Debt of Great Harbor, in form and substance satisfactory to the Purchaser. 5.3. The Purchaser shall have received the correspond...ing, fully executed amendment to the Subordinated Loan Agreement, in form and substance satisfactory to the Purchaser. 4 5.4. 6.3. All representations and warranties of the Companies contained herein shall be true and correct in all material respects as of the date hereof (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof). 5.5. 6.4. The Purchaser shall have received all fees and other amounts due and payable to the Purchaser and its counsel in connection with this Amendment, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement. View More
Conditions to Effectiveness. This Agreement shall become effective as of the day and year set forth above (the "First Amendment Effective Date") upon satisfaction (or waiver by Agent) of each of the following conditions (in each case, in form and substance reasonably acceptable to the Agent): (a) Executed Agreement. Agent shall have received this Agreement executed by a Senior Officer of each Obligor dated as of the First Amendment Effective Date. (b) Revolving Loan Amendment. Agent shall have received the First Amendment t...o ABL Loan and Security Agreement executed by the Obligors, the Revolving Loan Agent and the Revolving Loan Lenders party thereto. (c) Intercreditor Agreement. Agent shall have received the First Amendment to Intercreditor Agreement executed by the Obligors, Agent and Revolving Loan Agent. (d) Fees and Expenses. Agent shall have received from Borrowers all other outstanding fees and expenses required to be paid on or prior to the First Amendment Effective Date and all fees and expenses incurred in connection with this Agreement required to be paid in accordance with the Loan Agreement. (e) No Default. Immediately prior to and immediately after giving effect to this Agreement, no Default or Event of Default exists. (f) Representations and Warranties. Immediately after giving effect to this Agreement (and deeming this Agreement to be a Loan Document), each of the representations and warranties contained in the Loan Agreement and the other Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent such representations and warranties expressly relate to an earlier date (in which event such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date).View More
Conditions to Effectiveness. This Agreement shall become effective as of the day and year set forth above (the "First Amendment Effective Date") upon satisfaction (or waiver by Agent) of each of the following conditions (in each case, in form and substance reasonably acceptable to the Agent): (a) Executed Agreement. Agent shall have received this Agreement executed by a Senior Responsible Officer of each Obligor dated as of the First Amendment Effective Date. (b) Revolving Term Loan Amendment. Agent shall have received the ...First Amendment to ABL Loan and Security Agreement executed by the Obligors, the Revolving Term Loan Agent and the Revolving Term Loan Lenders party thereto. (c) Intercreditor Agreement. Agent shall have received the First Amendment to Intercreditor Agreement executed by the Obligors, ABL Agent and Revolving Term Loan Agent. (d) Fees and Expenses. Agent shall have received from Borrowers (i) an upfront fee equal to 0.25% of the Permanent Increase (which for the avoidance of doubt, shall equal $37,500), which fee shall be calculated based on each Lender's final allocated portion of the Permanent Increase, shall be nonrefundable and fully earned when due, and shall be due and payable to the Agent for the account of the Lenders and (ii) all other outstanding fees and expenses required to be paid on or prior to the First Amendment Effective Date and all fees and expenses incurred in connection with this Agreement required to be paid in accordance with the Loan Agreement. (e) No Default. Immediately prior to and immediately after giving effect to this Agreement, no Default or Event of Default exists. (f) Representations and Warranties. Immediately after giving effect to this Agreement (and deeming this Agreement to be a Loan Document), each of the representations and warranties contained in the Loan Agreement and the other Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent such representations and warranties expressly relate to an earlier date (in which event such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date). View More
Conditions to Effectiveness. This Amendment will be effective as of the Effective Date, but subject to satisfaction of each of the following conditions precedent: 2.1. Execution of Amendment Documents. The following documents (collectively, the "Amendment Documents") shall have been executed by the applicable parties and delivered to Lender, each in form and substance satisfactory to Lender: (a) this Amendment; and (b) any other documents reasonably requested by Lender. 2.2. Legal Matters. All legal matters incident to this... Amendment shall be satisfactory to Lender and its counsel.View More
Conditions to Effectiveness. This Amendment will be effective as of the Effective Date, but subject to satisfaction of each of the following conditions precedent: 2.1. 4.1. Execution of Amendment Documents. The following documents (collectively, the "Amendment Documents") shall have been executed by the applicable parties and delivered to Lender, each in form and substance satisfactory to Lender: (a) this Amendment; and (b) any other documents reasonably requested by Lender. 2.2. the Replacement Revolving Note. 4.2. Legal M...atters. All legal matters incident to this Amendment shall be satisfactory to Lender and its counsel. View More
Conditions to Effectiveness. This First Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender: a. This First Amendment shall have been duly executed and delivered by the respective parties hereto and, shall be in full force and effect and shall be in form and substance satisfactory to the Lender. b. New Loan Party Obligor and the other Loan Party Obligors shall have executed and delivered such documents and agreements set forth on the Closing ...Checklist as required by Lender. c. The Borrower shall have paid to the Lender all other fees and expenses then due and owing pursuant to the Agreement and this First Amendment. d. The Aves Acquisition shall occur contemporaneously with the execution and delivery of this First Amendment.View More
Conditions to Effectiveness. This First Fourth Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender: a. This First Fourth Amendment shall have been duly executed and delivered by the respective parties hereto and, shall be in full force and effect and shall be in form and substance satisfactory to the Lender. b. New Loan Party Obligor Borrower and the other Loan Party Obligors shall have executed and delivered such documents and agreements se...t forth on the Closing Checklist as required by Lender. c. The Borrower shall have paid to the Lender all other fees and expenses then due and owing pursuant to the Agreement and this First Fourth Amendment. d. The Aves Atlantic Acquisition shall occur contemporaneously with the execution and delivery of this First Fourth Amendment. View More
Conditions to Effectiveness. This Agreement shall not be effective until the following conditions precedent have been satisfied: (a) Administrative Agent shall have received counterparts of this Agreement executed by each Borrower, each Guarantor, Administrative Agent and each Lender; and (b) Administrative Agent shall have received such other documents, instruments and certificates as reasonably requested by Administrative Agent. Upon the satisfaction of the conditions set forth in this Section 7, this Agreement shall be e...ffective as of the date hereof.View More
Conditions to Effectiveness. This Agreement shall not be effective until the following conditions precedent have been satisfied: (a) Administrative Agent shall have received counterparts of this Agreement executed by each Borrower, each Guarantor, Administrative Agent and each Lender; and (b) Administrative Agent shall have received such other documents, instruments and certificates as reasonably requested by Administrative Agent. Agent; and 3 (c) Each of the directors of the Board other than Phillip Urso and Ernesto Ortega... shall have tendered their resignations as directors of the Board, and the Board shall have accepted such resignations. Upon the satisfaction of the conditions set forth in this Section 7, this Agreement shall be effective as of the date hereof. View More
Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the "Effective Date"): (a) Amendment. Borrowers and Parent shall have delivered to Agent this Amendment, duly executed by an authorized officer of each Credit Party; (b) Representations and Warranties. All representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Effective Date except to the extent such representations ...and warranties specifically relate to an earlier date (and such parties' delivery of their respective signatures hereto shall be deemed to be their certification thereof); and (c) Fees and Expenses. Agent shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent's reasonable out-of-pocket legal fees and expenses.View More
Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the "Effective Date"): (a) Amendment. Borrowers and Parent shall have delivered to Agent this Amendment, duly executed by an authorized officer of each Credit Party; Borrower; (b) Representations and Warranties. All all representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Effective Date except to the extent such re...presentations and warranties specifically relate to an earlier date (and such parties' delivery of their respective signatures hereto shall be deemed to be their its certification thereof); and (c) Fees and Expenses. Agent shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent's reasonable out-of-pocket legal fees and expenses. View More
Conditions to Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (the "Effective Date"): (a) Amendment. Borrowers and Parent shall have delivered to Agent this Amendment, duly executed by an authorized officer of each Credit Party; (b) Amendment to JIG Note Purchase Agreement and Note. Borrowers and Parent shall have delivered to Agent a duly executed copy of an amendment to the JIG Note Purchase Agreement and the Amended and Restated Senior Secur...ed 12% Promissory Note issued in connection therewith, in form and substance satisfactory to the Agent, extending the scheduled maturity date thereof to no earlier than October 14, 2022; (c) Representations and Warranties. All representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Effective Date except to the extent such representations and warranties specifically relate to an earlier date (and such parties' delivery of their respective signatures hereto shall be deemed to be their certification thereof); and (c) (d) Fees and Expenses. Agent shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent's reasonable out-of-pocket legal fees and expenses. View More
Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent: (a) Agent shall have received a fully executed copy of this Amendment; (b) after giving effect to this Amendment, the representations and warranties set forth in Section 6 below shall be true and correct in all respects; and (c) after giving effect to this Amendment, no Suspension Event or Event of Default shall have occurred and be continuing... on the date hereof or would result from the effectiveness of this Amendment. -3- 6. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that, after giving effect to this Amendment: (a) all representations and warranties of the Loan Parties contained in the Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date); (b) no Default or Event of Default has occurred and is continuing; and (c) this Amendment and the Agreement, as modified hereby, constitute legal, valid and binding obligations of each Loan Party and are enforceable against each Loan Party in accordance with their respective terms.View More
Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent: (a) Agent shall have received a fully executed copy of this Amendment; Amendment (including the Consent and Reaffirmation attached hereto) in form and substance acceptable to Agent, together with such other documents, agreements and instruments as Agent may require or reasonably request; (b) Agent shall have received a fully executed copy of t...he Term Loan Amendment, in form and substance acceptable to Agent; (c) after giving effect to this Amendment, the representations and warranties set forth contained in Section 6 below this Amendment and in the Credit Agreement (as amended hereby) and each other Loan Document shall be true and correct in all respects; and (c) after giving effect to this Amendment, no Suspension Event or Event of Default shall have occurred and be continuing on the date hereof or would result from the effectiveness of this Amendment. -3- 6. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that, after giving effect to this Amendment: (a) all representations and warranties of the Loan Parties contained in the Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, of this Amendment, in each case as though if made on and as of such date (except to the extent that such date, other than representations and warranties that expressly relate solely to an earlier date, in date (in which case such representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date); (b) (d) no Default or Event of Default has shall have occurred and is continuing; be continuing on the date hereof, after giving effect to the effectiveness of this Amendment; and (c) (e) all fees and out-of-pocket expenses required to be paid under the Credit Agreement, this Amendment and each other Loan Document (including the Agreement, as modified hereby, constitute legal, valid outstanding fees and binding obligations expenses of the Lenders and the Agent required to be paid hereunder, including without limitation, legal fees and expenses of Agent and the Lenders), shall have been paid by the Loan Parties, in each Loan Party case, to the extent such fees and are enforceable against each Loan Party in accordance with their respective terms. expenses have been invoiced to Borrowers at least one (1) Business Day prior to the date hereof. View More
Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent: (a) precedent:(a) Agent shall have received a fully executed copy of this Amendment; Amendment executed and delivered by Agent, the Lenders and Borrower; and (b) after giving effect to this Amendment, the representations and warranties set forth in Section 6 below shall be true and correct in all respects; and (c) after giving effect to this A...mendment, no Suspension Event No Default or Event of Default shall have occurred and be continuing on the date hereof or would result from the effectiveness of this Amendment. -3- 6. continuing.6. Representations and Warranties. In order to induce Agent and the Lenders to enter into this Amendment, each Loan Party Borrower hereby represents and warrants to Agent and the Lenders that, after giving effect to this Amendment: (a) all that:(a) All representations and warranties of the Loan Parties contained in the Agreement and the other Loan Documents to which any Loan Party is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date this Amendment (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties were shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date); (b) no date);(b) No Default or Event of Default has occurred and is continuing; and (c) this This Amendment and the Agreement, Loan Documents, as modified hereby, constitute legal, valid and binding obligations of each such Loan Party and are enforceable against each Loan Party in accordance with their respective terms. terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.7. Release. In consideration of the agreements of Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party hereby releases and forever discharges Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, affiliates, subsidiaries, successors and permitted assigns from any and all liabilities, obligations, actions, contracts, claims, causes of action, damages, demands, costs and expenses whatsoever (collectively "Claims"), of every kind and nature, however evidenced or created, whether known or unknown, arising prior to or on the date of this Amendment including, but not limited to, any Claims involving the extension of credit under or administration of this Amendment, the Credit Agreement or the Loan Documents, as each may be amended, or the obligations, liabilities and/or indebtedness incurred by Borrower or any other transactions evidenced by this Amendment, the Credit Agreement or the Loan Documents. View More
Conditions to Effectiveness. The effectiveness of this Amendment shall be subject to the receipt by Agent of an original (or electronic copy) of this Amendment duly authorized, executed and delivered by Borrowers and Lenders.
Conditions to Effectiveness. The effectiveness of this Amendment shall be subject to the receipt by Agent Purchaser of an original (or electronic copy) of this Amendment duly authorized, executed and delivered by Borrowers and Lenders. Seller.
Conditions to Effectiveness. The effectiveness of this Amendment shall be subject to the receipt by the Company and the Agent of an original (or electronic copy) of this Amendment duly authorized, executed and delivered by Borrowers and Lenders. the New Secured Parties.
