Conditions to Effectiveness Contract Clauses (796)

Conditions to Effectiveness. The effectiveness of this Amendment is subject to satisfaction of each of the following conditions: (a) receipt by TriplePoint of this Amendment as executed by Agri-Energy, Gevo and TriplePoint; (b) receipt by TriplePoint of the Reaffirmation and Consent of Guarantor as executed by Gevo in form and substance acceptable to TriplePoint; (c) receipt by TriplePoint of the Ninth Amendment to Plain English Security Agreement duly executed by Gevo and TriplePoint; and (d) the absence of any Defaults or... Events of Default as of the date hereof. View More

Conditions to Effectiveness. This Second Amendment shall not be effective until the Administrative Agent shall have received counterparts of this Second Amendment duly executed and delivered by the Borrower, the General Partner, the Administrative Agent, and the Required Lenders.

Conditions to Effectiveness. This Amendment shall become effective as of the date (the "Amendment No. 4 Effective Date") on which all of the following conditions have been satisfied: (a) the execution and delivery hereof by the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Required Revolving Lenders; (b) the execution and delivery by the Borrower, the Subsidiary Borrowers and the Subsidiary Guarantors of an Affirmation of Guaranty and Security Documents in substantially the form of Exhibit A hereto; (...c) the representations and warranties set forth in Section 2 hereof are true and correct and the Administrative Agent shall have received a certificate, dated the Amendment No. 4 Effective Date and signed by a Senior Officer of the Borrower, certifying to the accuracy of the foregoing; and (d) the Lenders signatory hereto and the Administrative Agent shall have received all interest, fees and other amounts due and payable on or prior to the Amendment No. 4 Effective Date under or in connection with this Amendment, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment and all reasonable and documented legal fees of counsel to the Administrative Agent. -2- 4. Reference to and Effect Upon the Credit Agreement; Other. (a) Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of the Credit Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, except as expressly provided herein. Nothing herein shall be deemed to entitle the Borrower or any other Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the Credit Agreement or any Credit Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. (c) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Credit Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any other Credit Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge by any Credit Party under any Credit Document from any of its obligations and liabilities thereunder. (d) This Amendment shall constitute a Credit Document. View More

Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of the following conditions precedent: (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies of the IT Enterprise JV Documents in form and substance satisfactory to Agent, and such other documents, agreements and instruments as may be requested or required by Agent in connection with this Amendment, each in form and content acceptable to Agent; (c) No Default... or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; and (d) All proceedings taken in connection with the transactions contemplated by this Amendment, the IT Enterprise JV Documents and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel. 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 on the closing checklist prepared by Agent or its counsel, each in form and substance satisfactory to Agent, including the satisfaction of the following conditions precedent, each to the satisfaction of Agent in its sole discretion: (a) Borrowers shall have delivered to Agent (i) this Agreement and (ii) that certain Seventh Amendment Fee Letter, dated as of the Seven...th Amendment Effective Date, in each case, duly executed by an authorized officer of each Borrower; (b) Agent shall have received executed copies of the Safari Acquisition Agreement and all other agreements, documents or instruments pursuant to which the Safari Acquisition is to be consummated, any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, and, to the extent required to be completed prior to the closing of such Acquisition under the related acquisition agreement, all required regulatory and third party approvals and copies of any environmental assessments; (c) Borrowers shall have delivered to Agent evidence satisfactory to Agent that Borrowers have received unrestricted net cash proceeds from the issuance and sale by Alphatec Holdings of its common shares on or prior to the Seventh Amendment Effective Date, in an aggregate amount equal to or greater than $29,000,000 and on terms reasonably satisfactory to Agent (the "Safari Equity Raise"); (d) the Safari Acquisition has been consummated (i) in all material respects in accordance with the terms of the Safari Acquisition Agreement, (ii) in accordance with applicable Law; (e) the Safari Acquisition is not hostile and, if applicable, shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equity holders of New Borrower; (f) no Debt or Liens are assumed or created (other than Permitted Liens and Permitted Debt) in connection with the Safari Acquisition; (g) Agent has received updated financial projections, in form and substance reasonably satisfactory to Agent, for the immediately succeeding eighteen (18) months following the proposed consummation of the Acquisition beginning with the month during which the Acquisition is to be consummated and such other evidence as Agent may reasonably request (the "Transaction Projections"); (h) Agent shall received a duly executed legal opinion of New Borrower's counsel, addressed to Agent and Lenders, addressing matters Agent may reasonably request; (i) Borrowers shall have delivered such other documents, information, certificates, records, permits, and filings as the Agent may reasonably request, including, without limitation, any agreements, instruments and other documents necessary to ensure that Agent receives a perfected Lien in all entities and assets acquired in connection with the Safari Acquisition to the extent required by the Credit Agreement; and (j) all of the representations and warranties of Borrowers set forth in the herein 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 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 date (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof); (k) no Default or Event of Default shall exist under any of the Financing Documents (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof); and (l) Agent shall have received from Borrowers all of the fees owing pursuant to this Agreement and the Seventh Amendment Fee Letter. View More

Conditions to Effectiveness. Upon the satisfaction or waiver of each of the following conditions, this Agreement shall be deemed to be effective (the date of such satisfaction, the "Effective Date"): (a) the Administrative Agent shall have received counterparts of this Agreement executed by the Administrative Agent and the Borrower; (b) the Administrative Agent shall have received an executed written authorization directing the Administrative Agent to execute this Agreement on its behalf (each, an "Authorization") from each... of the Required Lenders and all of the Tranche B-1 Term Lenders; (c) the Administrative Agent shall have received counterparts of the Acknowledgment and Reaffirmation attached hereto executed by each Subsidiary Guarantor; and (d) each of the Administrative Agent and Wells Fargo Securities, LLC ("WFS") shall have been paid or reimbursed for all fees and reasonable and documented out-of-pocket costs and expenses incurred by it or its Affiliates in connection with this Agreement, including, without limitation, (i) those set forth in the letter agreement dated as of June 15, 2016 between WFS and the Borrower (as modified by that certain letter agreement dated as of July 27, 2016) and (ii) the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and its Affiliates, in each case, to the extent invoiced at least one (1) Business Day prior to the Effective Date. Without limiting the generality of the provisions of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has executed an Authorization shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.5. Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Agreement shall not be deemed (a) to be a waiver of, consent to, or a modification or amendment of any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent 7 or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any of its Subsidiaries or any other Person with respect to any other waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (d) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of any other agreement by and among the Loan Parties, on the one hand, and the Administrative Agent or any other Lender, on the other hand. References in the Credit Agreement to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein", "hereof" or other words of like import) and in any other Loan Document to the "Credit Agreement" shall be deemed to be references to the Credit Agreement as modified hereby. View More

Conditions to Effectiveness. This Amendment shall be effective as of the date first above written upon satisfaction of the following conditions precedent: (a) no Default or Event of Default shall exist; (b) the Lender shall have received counterparts of this Amendment duly executed by the Borrower and each Guarantor; (c) the Lender shall have received a counterpart of a Pledge Agreement, in the form attached hereto as Exhibit 1.01F, duly executed by M&I, together with any documents required to be delivered in connection the...rewith; (d) the Lender shall have received payment of all fees and reasonable, out of pocket expenses (including the reasonable fees and disbursements of Andrews Kurth LLP) due in connection with this Amendment; and (e) the Lender shall have received such other consents, approvals or documents as the Lender may reasonably request. View More

Conditions to Effectiveness. The amendments set forth in Section 1 of this Amendment shall become effective upon the satisfaction of the following conditions on or before February 15, 2019: (a) the Administrative Agent's receipt of counterparts of this Amendment, duly executed and delivered on behalf of each of the Company, each Subsidiary Loan Party and the Required Lenders; (b) the Company having paid the fees in the amounts and at the times specified in the letter agreement, dated as of November 9, 2018, between the Comp...any and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Amendment Fee Letter"), which fees shall be deemed fully earned and due when payable as set forth therein and shall be non-refundable; (c) satisfactory evidence of substantially contemporaneous amendments in form and substance satisfactory to the Administrative Agent, including amendments in substance parallel to those in Section 1 of this Amendment, with respect to (x) the 2010 Note Purchase Agreement, (y) the 2012 Note Purchase Agreement, and (z) the 2015 Note Purchase Agreement; and (d) unless waived by the Administrative Agent, the Company having paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the date hereof. View More

Conditions to Effectiveness. This Amendment shall become effective upon receipt by the Company and the Purchasers of counterpart signatures to this Amendment duly executed and delivered by the Company and the Purchasers.

Conditions to Effectiveness. This Amendment shall become effective, and the consent set forth in Section 2 above and the amendments to the Credit Agreement set forth in Section 3 above shall, in each case, become operative, as of the date hereof upon Agent's receipt of a copy of this Amendment executed and delivered by Agent, the Lenders and the Loan Parties.