|AECOM filed this Form 8-K on 03/14/2018|
Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Company or any other Loan Party or its property is subject; or (iii) violate any Law, except, in the cases of clause (ii) and (iii) as could not reasonably be expected to have a Material Adverse Effect;
(b) this Amendment has been duly executed and delivered by each Loan Party, and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally;
(c) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement and each other Loan Document are true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) on and as of the Amendment 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 (or, with respect to representations and warranties modified by materiality standards, in all respects) as of such earlier date, and except that for purposes of this clause (c), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively;
(d) no Default exists either before or after the effectiveness of this Amendment on the Amendment Effective Date.
6. Effective Date.
(a) This Amendment will become effective on the date (the Amendment Effective Date) on which the following conditions precedent are satisfied:
(i) the Administrative Agent and the Lenders shall have received, in form and substance reasonably satisfactory to them, each of the following:
(A) counterparts of this Amendment duly executed by (1) the Company, (2) the New Borrowers, (3) the Guarantors, (4) the Administrative Agent, (5) each Lender with any Loan or Commitment under any of the Pro Rata Facilities upon the effectiveness of this Amendment, (6) each Lender with any Loan or Commitment under the Term B Facility upon the effectiveness of this Amendment and (7) any Departing Lenders;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Loan Party in connection with this Amendment and the incurrence of the Pro Rata Facilities and the Term B Facility as the Administrative Agent may reasonably require;
(C) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Company, each New Borrower and each Guarantor is validly existing and in good standing (or similar, to the extent applicable with respect to the New Borrowers) in its jurisdiction of organization (which may be bring-down certificates with respect to such matters delivered at the closing of the Existing Credit Agreement or in connection with any prior amendment thereof);