Conditions Precedent

Conditions Precedent. The effectiveness of this Third Amendment is subject to the following: 4.1 The Administrative Agent shall have received counterparts of this Third Amendment from the Credit Parties and each of the Lenders (including the New Lenders). 4.2 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Third Amendment Effective Date, in each case to the extent invoiced at least two Business Days prior to the Third Amendment Effective Date (or such... later date as the Borrower may agree in its sole discretion). 4.3 The Administrative Agent shall have received a duly executed Note payable to each Lender that has requested a Note on or prior to the Third Amendment Effective Date in a principal amount equal to its Maximum Credit Amount (after giving effect to Section 2.6 hereof) dated as of the Third Amendment Effective Date. View More

Conditions Precedent. This Amendment shall be effective upon the satisfaction of the following conditions (the "Amendment No. 1 Effective Date"): (a.) the delivery to the Administrative Agent of duly executed signature pages to this Amendment from the Borrower and Lenders comprising the Required Lenders; (b.) the Administrative Agent shall have received a certificate, dated the Amendment No. 1 Effective Date and signed on behalf of the Borrower by a Responsible Officer of the Borrower, confirming that at the time... of and immediately after giving effect to this Amendment, (i) the representations and warranties of the Borrower set forth in Article III of the Credit Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) as of such earlier date and (ii) no Default shall have occurred and be continuing; (c.) the Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Facility Increase Lenders and dated the Amendment No. 1 Effective Date) of Sidley Austin LLP, counsel to the Borrower; and (d.) the Administrative Agent shall have received, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by the Borrower under the Credit Agreement or as otherwise agreed. View More

Conditions Precedent. This Amendment shall become effective as of March 10, 2016 (the "Effective Date"), upon the receipt by the Administrative Agent of (a) the opinion of Cozen O'Connor, outside counsel to Applicant, (b) a certificate of the secretary of Applicant certifying (i) the current certificate of incorporation and bylaws of Applicant, (ii) resolutions of Applicant's Board of Directors authorizing the execution and delivery of this Amendment and performance of this Amendment and the Reimbursement Agreement,... as modified by this Amendment, (iii) the incumbency and specimen signature of each of its officers authorized to sign this Amendment and (iv) a good standing certificate of the Applicant issued by the Treasurer of the State of New Jersey as of a recent date and (c) duly executed copies of this Amendment from each of Applicant, the Banks, the Issuing Bank and the Administrative Agent. View More

Conditions Precedent. The conditions as set out in Clause 4.1

Conditions Precedent. This Amendment shall become effective upon the satisfaction of the following conditions precedent:(a) Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment, properly executed by the Loan Parties, the Required Lenders and the Administrative Agent. (b) Fees and Expenses. Receipt by the Administrative Agent of all reasonable and documented fees and expenses of the Administrative Agent (including the reasonable and documented fees and expenses of counsel to the... Administrative Agent) View More

Conditions Precedent. This Amendment shall become effective on the date, when each of the following conditions is satisfied (the "First Amendment Effective Date"): 4.1 The Administrative Agent shall have executed and received from the Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of each such Person.4.2 Immediately after giving effect to this Amendment, no Default, Event of Default or Borrowing Base Deficiency shall... have occurred and be continuing.4.3 Each representation and warranty contained in Section 5 hereof shall be true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.4.4 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, without limitation, fees payable to Lenders in respect of any increases to their respective Elected Commitments and the reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses in accordance with Section 12.03(a) of the Credit Agreement. View More

Conditions Precedent. The conditions precedent set out in Clause 4

Conditions Precedent. The effectiveness of the amendments contemplated hereby shall be subject to the satisfaction of each of the following conditions precedent: (a) Representations and Warranties. All of the representations and warranties made by the Loan Parties herein, whether directly or incorporated by reference, shall be true and correct on the date hereof except as provided in §3 hereof. (b) Performance; No Event of Default. The Loan Parties shall have performed and complied in all respects with all terms and... conditions herein required to be performed or complied with by them prior to or at the time hereof, and there shall exist no Default or Event of Default. (c) Action. All requisite corporate or other action necessary for the valid execution, delivery and performance by the Loan Parties of this Agreement and all other instruments and documents delivered by the Loan Parties in connection herewith shall have been duly and effectively taken. (d) Fees and Expenses. The Borrower shall have paid to the Administrative Agent the reasonable fees and expenses of counsel to the Administrative Agent in connection with the preparation of this Agreement. (e) Delivery. The Loan Parties, the Administrative Agent and the Required Lenders shall have executed and delivered this Agreement. View More