Amendment No. 1 Effective Date. This Amendment shall be and become effective as of the date hereof (the “Amendment No. 1 Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Amendment”.
Amendment No. 1 Effective Date. The amendments pursuant to Section 2.01 above shall become effective on the first date (the “Amendment No. 1 Effective Date”) on which each of the following conditions shall have been satisfied:
Amendment No. 1 Effective Date. This Amendment shall become effective upon (a) the consummation of the Merger, (b) the execution and delivery hereof by the Borrower, the Administrative Agent and each of the Lenders and (c) the receipt by the Administrative Agent from Xxxxx Day of a written legal opinion (addressed to the Administrative Agent and the Lenders) in form and substance satisfactory to the Administrative Agent (the “Amendment No. 1 Effective Date”) (and prior to such consummation, execution and delivery and receipt, this Amendment shall not be effective).
Amendment No. 1 Effective Date. The Amendment No. 1 Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Amendment No. 1 Effective Date, neither Target (BiteSquad) nor any of its Subsidiaries has any contingent liability or liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the Amendment No. 1 Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or financial condition of Target (BiteSquad) and any of its Subsidiaries taken as a whole.
Amendment No. 1 Effective Date. This Amendment No. 1 shall become effective as of the first date on which each of the conditions set forth in this Section 7 shall have been satisfied (or waived) (such date, the “Amendment No. 1 Effective Date”):
A. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent and (iii) each 2023-1 Incremental Term B Lender;
B. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section 7G and H hereof have been satisfied as of the Amendment No. 1 Effective Date;
C. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment No. 1 Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment No. 1 (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment No. 1 Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (ii)(b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent);
(i) all fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) all expenses required to be paid in respect of this Amendment No. 1 pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to...
Amendment No. 1 Effective Date. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Administrative Agent in its sole discretion:
(a) this Amendment shall have been duly executed by each party hereto; and
(b) as of the date of this Amendment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing.
Amendment No. 1 Effective Date. On and as of the Amendment No. 1 Effective Date, the Amendment No. 1 Projections of Borrower and its Subsidiaries for the period of Fiscal Year 2019 through and including Fiscal Year 2023, including monthly projections for each month during the Fiscal Year in which the Amendment No. 1 Effective Date takes place, (the “Amendment No. 1 Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided, in each case, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material and are intended to be considered forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995; provided further, as of the Closing Date or Amendment No. 1 Effective Date, as applicable, management of Borrower believed that the Closing Date Projections or Amendment No. 1 Projections, as applicable, were reasonable and attainable.
Amendment No. 1 Effective Date. On and as of the Amendment No. 1 Effective Date, the Amendment No. 1 Projections of Parent and its Subsidiaries for the period of Fiscal Year 2019 through and including Fiscal Year 2023, including monthly projections for each month during the Fiscal Year in which the Amendment No. 1 Effective Date takes place, (the “Amendment No. 1 Projections”) are based on good faith estimates and assumptions made by the management of Parent; provided, in each case, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material and are intended to be considered forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995; provided further, as of the Closing Date or Amendment No. 1 Effective Date, as applicable, management of Parent believed that the Closing Date Projections or Amendment No. 1 Projections, as applicable, were reasonable and attainable.
Amendment No. 1 Effective Date. The Amendment No. 1 Effective Date shall have occurred.
Amendment No. 1 Effective Date. Amendment No. 1 to this Agreement, dated as of April 18, 2008 (“Amendment No. 1”), shall not be become effective until the date on which each of the following conditions is satisfied:
(a) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company and the Subsidiary Guarantors (including those Subsidiaries of the Company which would be required to be Subsidiary Guarantors pursuant to Section 5.09, as amended by Amendment No. 1), the authorization of the Transactions and any other legal matters relating to the Company or any Subsidiary Guarantor, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(b) The Administrative Agent shall have received a certificate, dated the Amendment No. 1 Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Fulbright & Xxxxxxxx L.L.P., counsel for the Company, (ii) Gowling Xxxxxxx Xxxxxxxxx LLP, special Canadian counsel for the initial Canadian Borrower and (iii) Xxxx Xxxxx Xxxxxxxx Xxxxxx LLP, special UK counsel for the initial UK Borrower, each in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Company, the initial Canadian Borrower, the initial UK Borrower, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion.
(d) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where the Domestic Loan Parties are organized, and such search shall reveal no liens on any of the assets of the Domestic Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Amendment No. 1 Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.
(e) The Administrative Agent shall have received a list of each parcel of Initial Real Property setting forth the exact address and such other information as may be requested by...
