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 not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent (or waived by Agent): a. The Agent shall have received counterparts of this Amendment duly executed by the Parent, the Borrower, the Agent and the Lenders. b. All action on the part of the Parent and the Borrower necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment shall have been duly and effectively taken. c. Th...e Agent shall have received a supplement to Section 1(d) of the Perfection Certificate, which shall be in form and substance reasonably satisfactory to the Agent. d. The Borrower shall have paid all reasonable costs and expenses (including, without limitation, the reasonable costs and expenses of Agent's counsel) incurred by Agent in connection with the preparation of this Amendment.View More
Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent (or waived by Agent): a. The Agent shall have received counterparts of this Amendment duly executed by each of the Parent, parties hereto. b. The Agent shall have received counterparts of the Borrower, Amended and Restated Fee Letter duly executed by each of the parties thereto. c. The Agent shall have received fully executed copies of amendments to the Alim...co Subordinated Debt Documents reflecting an extension of the maturity of the Alimco Subordinated Debt to no earlier than March 31, 2024, with such amendments otherwise in form and substance satisfactory to the Agent and the Lenders. b. d. All action on the part of the Parent and the Borrower Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment shall have been duly and effectively taken. c. The Agent shall have received a supplement to Section 1(d) of the Perfection Certificate, which shall be in form and substance reasonably satisfactory to the Agent. d. e. The Borrower shall have paid all reasonable costs and expenses (including, without limitation, the reasonable costs and expenses of Agent's counsel) incurred by Agent in connection with the preparation of this Amendment. View More
Conditions to Effectiveness. Borrower, Lender and the Agent agree that this Amendment shall become effective upon the satisfaction of the following conditions precedent, each in form and substance satisfactory to the Agent: (a) The Agent and Lender shall have received a principal prepayment of the Term Loan Advance in the amount of $10,000,000 for application to the reduction of outstanding principal amount of the Term Loan Advance in accordance with Section 2.5 of the Loan Agreement (the "First Amendment Prepayment"). Lend...er hereby waives payment of the Prepayment Charge in connection with the First Amendment Prepayment; (b) The Agent and Lender shall have received a fully-executed counterpart of this Amendment signed by Borrower; (c) The Agent shall have received certified resolutions of Borrower's Board of Directors evidencing approval of this Amendment; (d) Borrower shall have paid to the Agent, for the account of Lender, a fee (the "First Amendment Facility Charge") of Sixty Two Thousand Five Hundred Dollars ($62,500.00). The First Amendment Facility Charge shall be deemed earned on the effective date of this Amendment; (e) Borrower shall have received aggregate Additional Subordinated Indebtedness Proceeds of at least $13,500,000 from the Subordinated Lenders; (f) The Agent shall have received a fully-executed counterpart of the Amended and Restated Subordination Agreement; and (g) The Agent shall have received payment for all reasonable and documented out-of-pocket fees and expenses incurred by Lender and the Agent in connection with this Amendment, including, but not limited to, all legal fees and expenses, payable pursuant to Section 11.11 of the Loan Agreement. 5 4. Representations and Warranties. Borrower hereby represents and warrants to Lender and the Agent as follows: (a) Representations and Warranties in the Agreement. The representations and warranties of Borrower set forth in Section 5 of the Loan Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects on and as of such earlier date. (b) Authority, Etc. The execution and delivery by Borrower of this Amendment and the performance by Borrower of all of its agreements and obligations under the Loan Agreement and the other Loan Documents, as amended hereby, are within the limited liability company authority of Borrower and have been duly authorized by all necessary limited liability company action on the part of Borrower. With respect to Borrower, the execution and delivery by Borrower of this Amendment does not and will not require any registration with, consent or approval of, or notice to any Person (including any governmental authority). (c) Enforceability of Obligations. This Amendment, the Loan Agreement and the other Loan Documents, as amended hereby, constitute the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium, general equitable principles or other laws relating to or affecting generally the enforcement of, creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (d) No Default. Immediately after giving effect to this Amendment (i) no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default, and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. (e) Event of Default. By its signature below, Borrower hereby agrees that it shall constitute an Event of Default if any representation or warranty made herein should be false or misleading in any material respect when made.View More
Conditions to Effectiveness. Borrower, Lender and the Agent Borrower agree that this Amendment shall become effective upon the satisfaction of the following conditions precedent, each in form and substance satisfactory to the Agent: Lender: (a) The Agent and Lender shall have received a principal prepayment of the Term Loan Advance in the amount of $10,000,000 for application to the reduction of outstanding principal amount of the Term Loan Advance in accordance with Section 2.5 of the Loan Agreement (the "First Amendment P...repayment"). Lender hereby waives payment of the Prepayment Charge in connection with the First Amendment Prepayment; (b) The Agent and Lender shall have received a fully-executed counterpart of this Amendment signed by Borrower; (c) The Agent shall have received certified resolutions of Borrower's Board of Directors evidencing approval of this Amendment; (d) (b) Borrower shall have paid to the Agent, Lender, for the account of Lender, a an amendment fee (the "First Amendment Facility Charge") of Sixty Two One Hundred Twenty-Eight Thousand Five Three Hundred Ninety Dollars ($62,500.00). The First Amendment Facility Charge shall be deemed earned on the effective date of this Amendment; (e) Borrower shall have received aggregate Additional Subordinated Indebtedness Proceeds of at least $13,500,000 from the Subordinated Lenders; (f) The Agent shall have received a fully-executed counterpart of the Amended and Restated Subordination Agreement; Seven Cents ($128,390.07); and (g) The Agent (c) Lender shall have received payment for all reasonable and documented out-of-pocket fees and expenses incurred by Lender and the Agent in connection with this Amendment, including, but not limited to, all legal fees and expenses, payable pursuant to Section 11.11 of the Loan Agreement. 5 expenses. 1 4. Representations and Warranties. The Borrower hereby represents and warrants to Lender and the Agent as follows: (a) Representations and Warranties in the Agreement. The representations and warranties of Borrower set forth in Section 5 of the Loan Agreement are true and correct in all material respects on and as of the date hereof, Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects on and as of such earlier date. (b) Authority, Etc. The execution and delivery by Borrower of this Amendment and the performance by Borrower of all of its agreements and obligations under the Loan Agreement and the other Loan Documents, as amended hereby, are within the limited liability company corporate authority of Borrower and have been duly authorized by all necessary limited liability company corporate action on the part of Borrower. With respect to Borrower, the execution and delivery by Borrower of this Amendment does not and will not require any registration with, consent or approval of, or notice to any Person (including any governmental authority). (c) Enforceability of Obligations. This Amendment, the Loan Agreement and the other Loan Documents, as amended hereby, constitute the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium, general equitable principles or other laws relating to or affecting generally the enforcement of, creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (d) No Default. Immediately Before and after giving effect to this Amendment (i) no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default, and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. (e) Event of Default. By its signature below, Borrower hereby agrees that it shall constitute an Event of Default if any representation or warranty made herein should be false or misleading in any material respect when made. View More
Conditions to Effectiveness. This Amendment shall become effective on the date (the "Effective Date") upon which all of the following conditions have been satisfied: (a)the Administrative Agent shall have received duly executed copies of this Amendment from each of the Borrowers, the Lenders and the Administrative Agent; (b)the Administrative Agent shall have received duly executed copies of a Reaffirmation of Loan Guaranty and Collateral Documents in the form of Exhibit A hereto (the "Reaffirmation") from each of the Loan ...Parties (other than the Borrowers); (c)the Loan Parties shall have paid all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) of the Administrative Agent payable pursuant to Section 9.03 of the Credit Agreement; and (d) the Administrative Agent shall have received such other documents as the Administrative Agent, any Lender or their respective counsel may have reasonably requested.View More
Conditions to Effectiveness. This Amendment Consent shall become effective on the date (the "Effective Date") upon which all of the following conditions have been satisfied: (a)the (a) the Administrative Agent shall have received duly executed copies of this Amendment Consent from each of the Borrowers, the Lenders and the Administrative Agent; (b)the (b) the Administrative Agent shall have received duly executed copies of a Reaffirmation of Loan Guaranty and Collateral Documents in the form of Exhibit A hereto (the "Reaffi...rmation") from each of the Loan Parties (other than the Borrowers); (c)the Borrowers and the Target Companies); (c) the Loan Parties shall have paid all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) of the Administrative Agent payable pursuant to Section 9.03 of the Credit Agreement; (d) the Parent shall have delivered to the Administrative Agent and (d) each Lender an updated Borrowing Base Certificate and any related information required by Section 5.01(g) of the Credit Agreement, giving pro forma effect to the Sale and the release of Borrowing Base Parties in connection therewith, and shall have made any required prepayments pursuant to Section 2.11(b) of the Credit Agreement as a result thereof; (e) after giving effect to the Sale and the payment of all fees and expenses due hereunder, and with all of the Loan Parties' indebtedness, liabilities, and obligations current, the Availability shall not be less than $7,500,000; (f) the Administrative Agent shall have received a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the Parent for each of the first four fiscal quarters ending after the Effective Date, giving pro forma effect to the Sale and the release of Borrowing Base Parties in connection therewith, in form reasonably satisfactory to the Administrative Agent; and (g) the Administrative Agent shall have received such other documents as the Administrative Agent, any Lender or their respective counsel may have reasonably requested. View More
Conditions to Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by each party hereto.
Conditions to Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by each party hereto. Borrower.
Conditions to Effectiveness. This Amendment shall be deemed to be effective as of the date hereof (the "Amendment Effective Date") upon the satisfaction of each of the following conditions: (a) Executed Documents. The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Administrative Agent, the Borrower and the Subsidiary Guarantors and (ii) Lender Authorization and Consents executed by the Required Lenders. (b) Second Amended and Restated Credit Agreement Amendment. Concurrently, or ...substantially concurrently, an amendment to that certain Second Amended and Restated Credit Agreement, dated as of April 17, 2018, by and among the Borrower, Citizens Bank, N.A., as successor to Bank of America, N.A., as administrative agent, and the lenders party thereto shall have become effective, which amendment shall relate to such corresponding matters contemplated in this Amendment. (c) Board Approval of Borrower C Corporation Conversion. The Borrower's Board of Directors shall have approved the conversion of the Borrower from a REIT to a C corporation. (d) Fees and Expenses. 2 (i) The Borrower shall have paid to the Administrative Agent, for itself and the account of each Lender that consents to this Amendment on or prior to June 22, 2020, such fees owed to such Lenders as shall have been agreed to in writing among the parties. (ii) The Borrower shall have paid to Nomura Securities International, Inc., for its account, such as fees as shall have been agreed to in writing among the parties. (iii) The Administrative Agent shall have been paid or reimbursed for all reasonable out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of McGuireWoods LLP, counsel to the Administrative Agent, that have been invoiced as of the Amendment Effective Date.View More
Conditions to Effectiveness. This Amendment shall be deemed to be effective as of the date hereof (the "Amendment Effective Date") upon the satisfaction of each of the following conditions: (a) Executed Documents. The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Administrative Agent, the Borrower and the Subsidiary Guarantors and (ii) Lender Authorization and Consents executed by the Required Lenders. (b) Second Amended and Restated Term Loan Credit Agreement Amendment. Concurr...ently, or substantially concurrently, an amendment to that certain Second Amended and Restated Term Loan Credit Agreement, dated as of April 17, 2018, December 18, 2019, by and among the Borrower, Citizens Bank, N.A., as successor to Bank of America, N.A., Nomura Corporate Funding Americas, LLC, as administrative agent, and the lenders party thereto shall have become effective, which amendment shall relate to such corresponding matters contemplated in this Amendment. (c) Board Approval of Borrower C Corporation Conversion. The Borrower's Board of Directors shall have approved the conversion of the Borrower from a REIT to a C corporation. (d) Fees and Expenses. 2 (i) The Borrower shall have paid to the Administrative Agent, for itself and the account of each Lender that consents to this Amendment on or prior to June 22, 11, 2020, such fees owed to such Lenders as shall have been agreed to in writing among the parties. (ii) The Borrower shall have paid to Nomura Securities International, Inc., Citizens Bank, N.A., for its account, such as fees as shall have been agreed to in writing among the parties. (iii) The Administrative Agent shall have been paid or reimbursed for all reasonable out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of McGuireWoods LLP, counsel to the Administrative Agent, that have been invoiced as of the Amendment Effective Date. View More
Conditions to Effectiveness. The effectiveness of this Amendment is subject to the fulfillment to Bank's satisfaction of the following conditions: (a) Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed: (i)This Amendment; (ii) A Fourth Modification to Revolving Line of Credit Note; and (iii) Such other documentation as Bank may reasonably require in connection with this Amendment. (b) Financial Condition. There shall have been no material adverse change,... as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any substantial or material portion of the assets of Borrower. (c) Amendment Fee. In consideration of the changes set forth herein and as a condition to the effectiveness hereof, immediately upon signing this Amendment Borrower shall pay to Bank a non-refundable fee of $60,000.00.View More
Conditions to Effectiveness. The effectiveness of this Amendment is subject to the fulfillment to Bank's satisfaction of the following conditions: (a) Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed: (i)This (i) This Amendment; (ii) A Fourth Second Modification to Revolving Line of Credit Note; -4- (iii) A Pledge Agreement by Borrower of not less than 65% of the voting stock of Culp International Holdings Ltd., an exempted company incorporated with li...mited liability under the laws of the Cayman Islands, and (iii) a share transfer certificate executed in blank; and (iv) Such other documentation as Bank may reasonably require in connection with this Amendment. (b) Financial Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any substantial or material portion of the assets of Borrower. (c) Amendment Fee. In consideration of the changes set forth herein and as a condition to the effectiveness hereof, immediately upon signing this Amendment Borrower shall pay to Bank a non-refundable fee of $60,000.00. -5- 3. No Further Amendment. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. View More
Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of the Agent (at the direction of the Required Lenders): a. This Amendment shall have been duly executed and delivered by the Borrower, the other Loan Parties, and the Required Lenders, and the Agent shall have received evidence thereof. b. The Agent shall have received a duly executed Side Letter, dated as of the date hereof, by and among the Borrower, the Agent and the ...Lenders party thereto (the "Side Letter"). c. All action on the part of the Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the Borrower and the other Loan Parties of this Amendment and the other Loan Documents shall have been duly and effectively taken. d. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. e. The Borrower shall have paid in full all fees and expenses of the Agent (including the reasonable and documented fees and expenses of counsel for the Agent) due and payable on or prior to the Fourth Amendment Effective Date, and in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the Fourth Amendment Effective Date.View More
Conditions to Effectiveness. This Amendment Waiver shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of the Agent (at the direction of the Required Lenders): a. (a) This Amendment Waiver shall have been duly executed and delivered by the Borrower, the other Loan Parties, the Agent, and the Required Lenders, and the Agent shall have received evidence thereof. b. (b) The Agent shall have received a duly executed and effective Amendment to Fourth Amendment to Third A...mended and Restated Credit Agreement Side Letter, dated as of the date hereof, by and among the Borrower, the Agent and the Lenders party thereto (the "Side Letter"). c. Letter Amendment"). (c) All action on the part of the Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the Borrower and the other Loan Parties of this Amendment Waiver and the other Loan Documents shall have been duly and effectively taken. d. (d) After giving effect to this Amendment, Waiver, no Default or Event of Default shall have occurred and be continuing. e. -3- (e) The Borrower shall have paid in full all fees and expenses of the Agent (including the reasonable and documented fees and expenses of counsel for the Agent) and the KKR Representative (including those of King & Spalding LLP and Province Inc.) due and payable on or prior to the Fourth Amendment Effective Date, date hereof, and in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the Fourth Amendment Effective Date. date hereof. (f) The Agent shall have received a duly executed waiver by the Borrower, the BoA Agent and the Lenders party thereto pursuant to which the BoA Agent and Lenders party thereto waive the Unqualified Audit Requirement (as defined therein). View More
Conditions to Effectiveness. This Third Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender: a. This Third 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. Loan Party Obligors shall have executed and delivered such documents and agreements set forth on the Closing Checklist as required by Lender. c. T...he Borrower shall have paid to the Lender all other fees and expenses then due and owing pursuant to the Agreement and this Third Amendment. d. No Default or Event of Default shall exist. -6- 6. Miscellaneous. a. This Third Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. b. The provisions of Section 10.15 (Governing Law) and 10.16 (Consent to Jurisdiction; Waiver of Jury Trial) are specifically incorporated herein by reference. c. This Third Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. d. Any determination that any provision of this Third Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Third Amendment. e. The Borrower shall pay on demand all costs and expenses of the Lender, including, without limitation, reasonable attorneys' fees in connection with the preparation, negotiation, execution and delivery of this Third Amendment. f. The Loan Party Obligors each warrants and represents that such Person has consulted with independent legal counsel of such Person's selection in connection with this Third Amendment and is not relying on any representations or warranties of the Lender or its counsel in entering into this Third Amendment.View More
Conditions to Effectiveness. This Third Fifth Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender: a. This Third Fifth 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. 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 Third Fifth Amendment. c. The Lender shall have received true and complete copies of the Aves Guaranty and the promissory note referenced therein. d. No Default or Event of Default The Aves Subordination Agreement shall exist. -6- have been duly executed and delivered by the respective parties hereto. -4- 6. Miscellaneous. a. This Third Fifth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. b. The provisions of Section 10.15 (Governing Law) and 10.16 (Consent to Jurisdiction; Waiver of Jury Trial) are specifically incorporated herein by reference. c. This Third Fifth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. d. Any determination that any provision of this Third Fifth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Third Fifth Amendment. e. The Borrower shall pay on demand all costs and expenses of the Lender, including, without limitation, reasonable attorneys' fees in connection with the preparation, negotiation, execution and delivery of this Third Fifth Amendment. f. The Loan Party Obligors each warrants and represents that such Person has consulted with independent legal counsel of such Person's selection in connection with this Third Fifth Amendment and is not relying on any representations or warranties of the Lender or its counsel in entering into this Third Fifth Amendment. View More
Conditions to Effectiveness. This Second Amendment shall become effective upon (i) receipt by Bank of counterpart signatures to this Second Amendment duly executed and delivered by Bank and Borrower and (ii) Bank's receipt of payment of an amendment fee in an amount equal to $8,000.00.
Conditions to Effectiveness. This Second Third Amendment shall become effective upon (i) receipt by Bank of counterpart signatures to this Second Third Amendment duly executed and delivered by Bank and Borrower and (ii) Bank's receipt of payment of an amendment fee in an amount equal to $8,000.00. $40,000.00.
Conditions to Effectiveness. This Amendment shall become effective upon the prior or concurrent satisfaction of each of the conditions specified below (such date, the "Incremental Effective Date"): (a) Borrower and Lender shall have each received one or more counterparts of this Amendment, duly executed, completed and delivered by Borrower and Lender; (b) Lead Borrower shall have delivered to Lender, (1) a Note evidencing the Incremental Term Loan, issued by the Borrower, (2) an Advance Request, duly executed by Lead Borrow...er's Chief Executive Officer or Chief Financial Officer, and (3) a Disbursement Authorization Letter, executed by the Borrower and including all appropriate attachments thereto; (c) Lender shall have received an executed secretary's certificate from Borrower, attaching and certifying (i) certified copies of resolutions of Borrower's board of directors or other governing body evidencing approval of the Incremental Term Loan Commitment, (ii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the date hereof, of Borrower, (iii) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect, and (iv) incumbency; (d) At the time of and immediately after giving effect to this Amendment, the representations and warranties of Borrower set forth in this Amendment and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (e) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Amendment; and (f) Borrower shall have paid (i) Lender the Incremental Closing Fee applicable to the Incremental Term Loan, in an amount of $200,000, which amount shall be paid to Lender in immediately available funds, and which fee shall be fully earned as of the date hereof and non-refundable, and (ii) all other fees and expenses of Lender in connection with the negotiation, preparation, execution and delivery of this Amendment and the Loan Document (including, without limitation, the fees and expenses of counsel to Lender).View More
Conditions to Effectiveness. This Amendment Amendment, including Lender's commitment to make the Primary Incremental Advance, shall become effective upon the prior or concurrent satisfaction of each of the conditions specified below (such date, the "Incremental "Fifth Amendment Effective Date"): (a) a. Borrower and Lender shall have each received one or more counterparts of this Amendment, duly executed, completed and delivered by Borrower and Lender; (b) b. Lead Borrower shall have delivered to Lender, (1) a Note evidencin...g the Incremental Term Loan, Loans described herein, issued by the Borrower, (2) an Advance Request, duly executed by Lead Borrower's Chief Executive Officer or Chief Financial Officer, and (3) a Disbursement Authorization Letter, executed by the Borrower and including all appropriate attachments thereto; (c) c. Lender shall have received an executed secretary's certificate from Borrower, attaching and certifying as to (i) certified copies of resolutions of Borrower's board of directors or other governing body evidencing approval of the aggregate Incremental Term Loan Commitment, (ii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the date hereof, of Borrower, (iii) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect, and (iv) incumbency; (d) d. Lender shall have received a legal opinion from Borrower's counsel in form and substance satisfactory to Lender; e. At the time of and immediately after giving effect to this Amendment, the representations and warranties of Borrower set forth in this Amendment and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (e) f. At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Amendment; and (f) g. Borrower shall have paid (i) Lender the Incremental Closing Fee applicable to the Primary Incremental Term Loan, Advance, in an amount of $200,000, $1,000,000.00, which amount shall be paid to Lender in immediately available funds, and which fee shall be fully earned as of the date hereof and non-refundable, and (ii) all other fees and expenses of Lender in connection with the negotiation, preparation, execution and delivery of this Amendment and the Loan Document (including, without limitation, the fees and expenses of counsel to Lender). View More
