Conditions to Effectiveness Clause Example with 33 Variations from Business Contracts
This page contains Conditions to Effectiveness 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.
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
Variations of a "Conditions to Effectiveness" Clause from Business Contracts
Conditions to Effectiveness. This The effectiveness of this Fourth 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 "Fourth Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent shall have received th...is Amendment 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 Fourth Amendment, ARTICLE VI V of the Financing Loan Agreement (as amended hereby) and in each other Loan Other Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Second Fourth 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 Fourth 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 Fourth Amendment Effective Date or would result from this the Fourth Amendment becoming effective in accordance with its terms. (d) (b) Execution of Amendment. Agent and the Lenders shall have executed this Fourth Amendment and shall have received a counterpart to this Fourth Amendment, duly executed by each Loan Party. (c) Payment of Fees, Etc. The Loan Parties Fees. Borrowers shall have paid (i) an amendment fee to paid, 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 Fourth Amendment Effective Date and shall be non-refundable Date, (i) the amounts set forth in the Fourth Amendment Fee Letter, and (ii) all fees, fees and invoiced costs and expenses (to the extent invoiced at least two (2) Business Days prior to the Fourth Amendment Effective Date) 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 4(c) shall be fully earned and payable as of the Fourth Amendment Effective Date, and may be charged by Agent to the U.S. Borrower's Account. (d) Secretary's Certificate and Authorizing Resolutions. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party dated as of the date of this Fourth Amendment which shall certify (i) copies of resolutions of such Loan Party, of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing (x) the execution, delivery and performance of this Fourth Amendment and each Other Document executed in connection with this Fourth Amendment to which such Loan Party is a party, and (y) the reaffirmation of the grant by such Loan Party of the security interests in and liens upon the Collateral to secure all of the Obligations (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Fourth Amendment and such Other Documents, (iii) that the copies of the Organizational Documents delivered to Agent on the Third Amendment Effective Date remain true, correct and complete as of the date of this Amendment (or, to the extent amended after the Third Amendment Effective Date, attaching true, correct and complete copies of such amended Organizational Documents), and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization dated not more than thirty (30) days prior to the date of this Fourth Amendment, issued by the Secretary of State or other appropriate official of each such jurisdiction. 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Conditions to Effectiveness. This Third 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 "Third Amendment Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received this paid all fees and expenses, including the Third Amendment d...uly executed and delivered by Fee, required to be paid on or prior to the Loan Parties, Third Amendment Effective Date pursuant to Section 2.06 or Section 12.04 of the Agents and the Lenders. Financing Agreement. (b) Representations and Warranties. The After giving effect to this Third 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 Third 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 Third 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, Third Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing on the Second Third Amendment Effective Date or would result from this Third Amendment becoming effective in accordance with its terms. (d) Payment Delivery of Fees, Etc. Documents. The Loan Parties Agents shall have paid received on or before the Third Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Agents and, unless indicated otherwise, dated the Third Amendment Effective Date: (i) this Third Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders; (ii) an amendment fee to the Intercreditor Agreement, in form and substance reasonably satisfactory to the Agents, duly executed by the Loan Parties, the Collateral Agent solely for its own account, and the Revolving Loan Agent; (iii) an amendment to the Revolving Loan Agreement, in an amount equal form and substance reasonably satisfactory to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date Agents, and shall be non-refundable and (ii) all fees, costs and expenses then due and payable duly executed by the Loan Parties Parties, the Revolving Loan Agent and the requisite Revolving Loan Lenders; (iv) a certificate signed by the chief executive officer of each Loan Party, certifying as to the matters set forth in subsections (b) and (c) of this Section 5; (v) a certificate of the chief financial officer of the Parent, certifying that immediately after giving effect to this Third Amendment, the amendment to the Revolving Loan Agreement, and all Revolving Loans to be made on the Third Amendment Effective Date, Undrawn Availability is not less than $8,500,000; and (vi) a Borrowing Base Certificate (as defined in the Revolving Loan Agreement), calculated immediately after giving effect to this Third Amendment, the amendment to the Revolving Loan Agreement, and all Revolving Loans to be made on the Third Amendment Effective Date. (e) Prepayment. The Administrative Agent shall have received satisfactory evidence that the Borrowers have prepaid no less than $10,000,000 in aggregate principal amount of the Term Loan A pursuant to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 terms of Section 2.05(b)(i) of the Financing Agreement. Notwithstanding anything to the contrary in the Financing Agreement, such prepayment shall be applied against the remaining installments of principal due on the Term Loan A in the inverse order of maturity. (f) Material Adverse Effect. There shall not have occurred since the Effective Date (as defined in the Financing 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 Sixth 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 "Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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, Sixth Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing on the Second Sixth Amendment Effective Date or would result from this Sixth Amendment becoming effective in accordance with its terms. (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 Sixth 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 Sixth Amendment Effective Date: (i)this Sixth 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; and (iii)a certificate signed by the chief executive officer of each Loan Party, certifying as to the matters set forth in subsections (b) and (c) of this Section 5. (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 Amendment Waiver shall become effective only upon satisfaction in full, in a manner reasonably satisfactory to the Collateral Agent, Agents, 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 "Waiver Effective Date"): (a) Delivery of Documents. The Collateral Agent Agents shall have received this Amendment Waiver, duly executed and delivered by the Loan Parties, the Agents each Ag...ent and the Required Lenders. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI of this Waiver and in the Financing Credit 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 Other 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 Waiver Effective Date 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, Except as expressly waived herein, no Default or Event of Default shall have occurred and be continuing on the Second Amendment Waiver Effective Date or would result from this Amendment Waiver becoming effective in accordance with its terms. (d) Payment 3 5. Continued Effectiveness of Fees, Etc. The the Credit Agreement and Other Documents. Each Loan Parties Party hereby (i) acknowledges and consents to this Waiver, (ii) confirms and agrees that the Credit Agreement and each Other Document to which it is a party is, and shall have paid (i) an amendment fee continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Waiver Effective Date all references in any such Other Document to "the Credit Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended or modified by this Waiver, and (iii) confirms and agrees that to the extent that any such Other Document purports to assign or pledge to the Collateral Agent solely for its own account, the benefit of the Agents and the Lenders, or to grant to the Collateral Agent for the benefit of the Agents and the Lenders a security interest in an amount equal to $50,000, which fee shall be deemed earned in full on or Lien on, any Collateral as security for the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by Obligations of the Loan Parties pursuant from time to time existing in respect of the Credit Agreement (as amended hereby) and the Other Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Waiver does not and shall not affect any of the obligations of the Loan Documents, Parties, other than as expressly provided herein, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 Loan Parties' obligations to repay the Loans in accordance with the terms of Credit Agreement, or the obligations of the Financing Agreement. Loan Parties under any Other Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any right, power or remedy of the Agents or any Lender under the Credit Agreement or any Other Document, nor constitute a waiver of any provision of the Credit Agreement or any Other Document. View More
Conditions to Effectiveness. This Fourth 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 "Fourth Amendment Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received this paid all fees and expenses, including the Fourth Amendmen...t duly executed and delivered by Fee, required to be paid on or prior to the Loan Parties, Fourth Amendment Effective Date pursuant to Section 2.06 or Section 12.04 of the Agents and the Lenders. Financing Agreement. (b) Representations and Warranties. The After giving effect to this Fourth 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 Fourth 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 Fourth 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, Fourth Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing on the Second Fourth Amendment Effective Date or would result from this Fourth Amendment becoming effective in accordance with its terms. (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 Fourth 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 Fourth Amendment Effective Date: (i) this Fourth 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; and (iii) a certificate signed by the chief executive officer of each Loan Party, certifying as to the matters set forth in subsections (b) and (c) of this Section 5. (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 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 Amendment "Amendment No. 4 Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received this paid, on or before the Amendment duly executed and deli...vered by No. 4 Effective Date, all fees (including the Loan Parties, fees of Schulte Roth & Zabel LLP, counsel to the Agents and the Lenders. Lenders), costs, expenses and taxes then payable pursuant to Article III and Section 16.09 of the Credit Agreement. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI of this Amendment, the Financing Credit 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 Other Document 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 the Amendment No. 4 Effective Date as though made on and as of such date, (i) 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 on and as of such earlier date). 6 date) and (ii) other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date. (c) No Default or Default; Event of Default. After giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing on the Second Amendment No. 4 Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment Delivery of Fees, Etc. Documents. The Loan Parties Agents shall have paid (i) an amendment fee received on or before the Amendment No. 4 Effective Date this Amendment, duly executed by the Loan Parties, each Agent and each Lender. (e) Material Adverse Effect. The Agents shall have determined, in their reasonable judgment, that no event or development shall have occurred since September 30, 2018, which could reasonably be expected to have a Material Adverse Effect. (f) Liens; Priority. The Agents shall be satisfied that the Collateral Agent solely has been granted, and holds, for its own account, the benefit of the Agents and the Lenders, a perfected, first priority Lien on and security interest in an amount equal all of the Collateral, subject only to $50,000, which fee Permitted Encumbrances, to the extent such Liens and security interests are required pursuant to the Credit Agreement and the Other Documents to be granted or perfected on or before the Amendment No. 4 Effective Date. 7 (g) Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Body or other Person required in connection with the Credit Agreement and any Other Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall be deemed earned in full on the Second Amendment Effective Date have been obtained or made and shall be non-refundable in full force and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the knowledge of any Loan Documents, including, without limitation, Party, threatened in any court or before any arbitrator or Governmental Body which (i) relates to the Fee Letter Credit Agreement and Sections 2.06 and 12.04 of the Financing Agreement. Other Documents or the transactions contemplated thereby or (ii) could reasonably be expected to have a 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 Amendment shall become effective only upon the satisfaction in full, in a manner reasonably satisfactory to the Collateral Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied (or waived) being herein called hereinafter referred to as the "Second Amendment "Amendment No. 8 Effective Date"): (a) Delivery Payment of Documents. Fees, etc. The Collateral Agent Borrowers shall have received this paid on or before the Amendment duly... executed No. 8 Effective Date all fees, costs and delivered expenses due and payable to the Agent and the Lenders under the Loan Documents on or prior to the date hereof (including the reasonable costs and expenses incurred by the Loan Parties, Agent in connection with the Agents preparation, execution and the Lenders. delivery of this Amendment). (b) Representations and Warranties. Warranties; No Event of Default. The following statements shall be true and correct (after giving effect to this Amendment): (A) the representations and warranties contained in ARTICLE this Amendment, 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 Document 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 the Amendment No. 8 Effective Date as though made on and as of 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 on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, date) and (B) no Default or Event of Default shall have occurred and be continuing on the Second Amendment No. 8 Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment (c) Delivery of Fees, Etc. the Loan Documents. The Loan Parties Agent shall have paid (i) an amendment fee received on or before the Amendment No. 8 Effective Date the following, each in form and substance reasonably satisfactory 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 and, unless indicated otherwise, dated as of the Second Amendment No. 8 Effective Date Date: (i) this Amendment, duly executed and shall be non-refundable and (ii) all fees, costs and expenses then due and payable delivered by the Loan Parties pursuant Parties, the Agent and the Lenders; (ii) a certificate of an Authorized Officer of the Parent, certifying as to a copy of the resolutions or written consents of the Parent authorizing (A) the transactions contemplated by this Amendment and the other Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of this Amendment, each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith; and (iii) a certificate of the Authorized Officer of each Loan Party certifying as to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 of the Financing Agreement. matters set forth in Section 5(b). 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 Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Administrative Agent, 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 Amendment "Amendment Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received this paid on or before the Amendment duly executed Effectiv...e Date all fees, costs, expenses and delivered by taxes then payable, if any, pursuant to Section 2.7 or 10.2 of the Loan Parties, the Agents and the Lenders. Financing Agreement. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI this Amendment and in Article IV 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 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 to the same extent as though made on and as of the Second Amendment Effective Date, that date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be have been 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 date. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. (c) No Default or Default; Event of Default. After giving effect to this Amendment, no 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 Delivery of Fees, Etc. Documents. The Loan Parties Administrative Agent 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 Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable (i) this Amendment, duly executed by the Loan Parties Parties, the Administrative Agent and the Lenders and (ii) the Amended and Restated Fee Letter, dated as of the date hereof, duly executed by the Borrower and the Administrative Agent; (e) Material Adverse Effect. The Administrative Agent shall have determined, in its reasonable judgment, that no event or development shall have occurred since December 31, 2019, which could reasonably be expected to have a Material Adverse Effect. (f) Liens; Priority. The Administrative Agent shall be satisfied that the Administrative Agent has been granted, and holds, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien on and security interest in all of the Collateral, subject only to Permitted Liens, to the extent such Liens and security interests are required pursuant to the Loan Documents, including, Documents to be granted or perfected on or before the Amendment Effective Date. (g) Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the Fee Letter and Sections 2.06 and 12.04 knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which (i) relates to the Loan Documents or the transactions contemplated thereby or (ii) could reasonably be expected to have a Material Adverse Effect. (h) Term Loan Prepayment. The Borrower shall have prepaid $15,000,000 in principal amount of the Financing Agreement. Term Loan. View More
