Amendment No. 3 Effective Date Sample Clauses

Amendment No. 3 Effective Date. This Amendment shall become effective as of the first date (the “Amendment No. 3 Effective Date”) on which each of the following conditions shall have been satisfied:
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Amendment No. 3 Effective Date. This Amendment No. 3 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 No. 3 shall have been duly executed by each party hereto; (b) the Administrative Agent shall have received a copy of Term Loan Credit Agreement, dated of even date herewith, duly executed by Pathlight Capital LLC, as the Term Loan Agent, the requisite lenders parties thereto, Borrowers and Guarantors; and the other Term Loan Documents, each in form and substance satisfactory to the Agent; (c) the Administrative Agent shall have received evidence that (i) the “Existing Liabilities” (as such quoted term is defined in the Term Loan Credit Agreement (as such term is defined in Exhibit A hereto)) have been repaid in full with the proceeds of the Term Loans (as such term is defined in Exhibit A hereto) under the Term Loan Credit Agreement and the “Existing Term Loan Credit Agreement” and that the documents related thereto shall have been terminated, and (ii) all liens (including “Existing Liens” as such quoted term is defined in the Term Loan Credit Agreement) have been terminated; (d) the Administrative Agent shall have received a copy of the Term Loan Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by Administrative Agent, Term Loan Agent, Borrowers and Guarantors; (e) the receipt by Administrative Agent of (i) the Fee Letter referred to in Exhibit A to Amendment No. 3, executed and delivered by Borrowers and Agent, in form and substance satisfactory to the Agent, and (ii) the fees referred to in the Fee Letter which are due and payable on the date hereof; and (f) the receipt by Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Loan Party as the Administrative Agent may reasonably require evidencing (i) the authority of each Loan Party to enter into this Amendment No. 3 and the other Loan Documents to which such Loan Party is a party or is to become a party and (ii) the identity, authority and capacity of each responsible officer thereof authorized to act as a responsible officer in connection with this Amendment No. 3 and the other Loan Documents to which such Loan Party is a party or is to become a party.
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Amendment No. 3 Effective Date. This Amendment shall become effective on the date when the following conditions are met (the “Amendment No. 3 Effective Date”): (a) the Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Borrowers, the Agent, the Revolving Commitment Increase Lenders, the Swing Line Lenders and the L/C Issuers; (b) (i) no Event of Default shall exist on the Amendment No. 3 Effective Date, (ii) the Parent and its Restricted Subsidiaries shall be in Pro Forma Compliance with Section 7.09 of the Credit Agreement for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b) of the Credit Agreement (and which, for the avoidance of doubt, shall be calculated assuming the Revolving Commitment Increases are fully drawn), (iii) after giving effect to the Revolving Commitment Increases hereunder, the aggregate amount of the Incremental Term Loans and Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16 of the Credit Agreement) shall not exceed the Maximum Incremental Facilities Amount, (iv) the other conditions set forth in Sections 2.14 and 4.02 of the Credit Agreement shall be satisfied, (v) the representations and warranties set forth in Section 5 shall be true and correct on and as of the Amendment No. 3 Effective Date and (vi) the Agent shall have received a certificate (in form and substance reasonably acceptable to the Agent), dated as of the Amendment No. 3 Effective Date and signed by a Responsible Officer of the Borrowers, certifying as to compliance with clauses (b)(i) — (v) hereof; (c) the Agent shall have received the favorable legal opinion of (i) Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties and (ii) Xxxxx Xxxx LLP, counsel to the Loan Parties; (d) the Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Agent and its counsel; (e) the Agent shall have received a completed notice of prepayment with res...
Sample 1
Amendment No. 3 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) Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of Amendment No. 1 to Intercreditor Agreement, duly authorized, executed and delivered by Term Loan Agent, Term Loan Lenders, Borrowers and Guarantors; (c) Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of the Second Amendment to Term Loan Credit Agreement, duly authorized, executed and delivered by Term Loan Agent, Term Loan Lenders, Borrowers and Guarantors; (d) Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of the Early Termination Fee Letter, duly authorized, executed and delivered by Borrowers; and (e) 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.
Sample 1
Amendment No. 3 Effective Date. This Amendment No. 3 shall be effective on the Amendment No. 3 Effective Date, which shall be notified, in writing, by the Administrative Agent to the Borrower (which notification shall be conclusive). Notwithstanding the foregoing, Section 3 hereto (“Amendment to Letter”) is effective on the date first above written.
Sample 1
Amendment No. 3 Effective Date. (a) This Amendment (including the Revolving Credit Facility Adjustments and the Credit Agreement) will become effective on the first date (the “Amendment No. 3 Effective Date”) on which the following conditions precedent are satisfied: (i) the Administrative Agent and the Increasing 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) each Loan Party, (2) the Administrative Agent, (3) each Increasing Lender (after giving effect to the Facilities Adjustments), (4) the Swing Line Lender, and (5) each L/C Issuer; (1) the documentation and other information with respect to each Loan Party that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, or by an Increasing Lender’s internal policies and (2) if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; (C) one or more certificates of a Responsible Officer of each Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and together with all attachments identified below, certifying in his/her capacity as such, as of the Amendment No. 3
Sample 1
Amendment No. 3 Effective Date. For purposes of this Agreement, (i) any financial calculations made for fiscal quarters ended on or after the Amendment No. 3 Effective Date shall be made on the basis of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01 hereof and (ii) any financial calculations that include the results of fiscal quarters ended prior to the Amendment No. 3 Effective Date shall be made on the basis of, for the fiscal quarters ended prior to the Amendment No. 3 Effective Date only, the consolidated financial statements of Intermediate Holdings delivered pursuant to Section 5.01 hereof.
Sample 1
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Related to Amendment No. 3 Effective Date

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

  • Amendment Effective Date This Agreement and the provisions contained herein shall become effective as of the Amendment Effective Date.

  • Initial Effective Date The initial effective date of coverage under the Group Insurance Program is the thirty-fifth (35th) day following the employee's first day of employment, re- hire, or reinstatement with the State. The initial effective date of coverage for an employee whose eligibility has changed is the date of the change. An employee must be actively at work on the initial effective date of coverage, except that an employee who is on paid leave on the date State-paid life insurance benefits increase is also entitled to the increased life insurance coverage. In no event shall an employee's dependent's coverage become effective before the employee's coverage. If an employee is not actively at work due to employee or dependent health status or medical disability, medical and dental coverage will still take effect. (Life and disability coverage will be delayed until the employee returns to work.)

  • Effective Date of Amendment This Amendment shall be deemed effective as of the date first written above, as if executed on such date.

  • Contract Effective Date This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed.

  • Effective Date of Agreement The provisions of the agreement will come into full force and effect on the date of ratification, unless specified otherwise.

  • Restatement Effective Date If this is an amendment and restatement, the effective date of the restatement (hereinafter called the "Effective Date") is:

  • Amendment Effectiveness Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived: (a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions: (i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date. (ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above. (iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel for the Loan Parties and (ii) Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion. (iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Effective Date), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Incremental Term Facility Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the First Additional Term B Lender make the First Additional Term Loans to the Borrower on the First Incremental Term Facility Amendment Effective Date. (vi) Each Loan Party shall have entered into the First Incremental Term Facility Amendment Reaffirmation Agreement. (vii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the First Incremental Term Facility Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Incremental Term Facility Amendment Effective Date and that the Administrative Agents or the Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act. (viii) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent on or prior to the First Incremental Term Facility Amendment Effective Date with respect to the Loan Parties. (c) The Administrative Agent and the Arranger shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the First Incremental Term Facility Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger. (d) The Borrower shall have paid to the Arranger the fees in the amounts previously agreed in writing to be received on the First Incremental Term Facility Amendment Effective Date. (e) The Administrative Agent shall notify the Borrower, the First Additional Term B Lender and the other Lenders of the First Incremental Term Facility Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the First Additional Term B Lender hereunder to make First Additional Term Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on April 25, 2017.

  • Agreement Effective Date This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”): (a) Honeywell has executed and delivered counterpart signatures to this Agreement to each other Party; (b) Oaktree has executed and delivered counterpart signatures to this Agreement to each other Party; (c) Centerbridge has executed and delivered counterpart signatures to this Agreement to each other Party; (d) Xxxxxxx has executed and delivered counterpart signatures to this Agreement to each other Party; (e) The Requisite Additional Investors have executed and delivered counterpart signatures to this Agreement to each other Party; and (f) The Requisite Consenting Noteholders have executed and delivered counterpart signatures to this Agreement to each other Party. Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, that, upon the consent of Honeywell, the Plan Sponsors, the Requisite Additional Investors, and the Requisite Consenting Noteholders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) the Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Prepetition Lenders shall become obligated under this Agreement, (ii) Additional Consenting Noteholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall become obligated under this Agreement, and (iii) the Consenting Equityholders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders shall become obligated under this Agreement. For the avoidance of doubt, if there is a subsequent Termination Date (defined in Section 9.07) pursuant to Section 9.02 or Section 9.06 with respect to the Debtors, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors” are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement shall continue to be in full force and effect with respect to each other Party hereto. Further, for the avoidance of doubt, (i) if the Prepetition Lenders never become a Party, any and all provisions of the Agreement referencing “Xxxxxx,” “Prepetition Lenders,” “Consenting Lenders,” or “Requisite Consenting Lenders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto; and (ii) if Consenting Equityholders other than the Plan Sponsors and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full force and effect with respect to each other Party hereto. Signature pages executed by the Parties set forth in Section 1(a) through (f) shall be delivered to: (a) Xxxxxxxx & Xxxxx LLP (“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) Xxxxxxxx & Xxxxxxxx (“S&C”), legal counsel to the Debtors; (d) Xxxxx Day, legal counsel to the Additional Investors; (e) Ropes & Xxxx LLP (“R&G”), legal counsel to the Consenting Noteholders; and (f) if applicable, legal counsel to the ad hoc committee of Prepetition Lenders, Xxxxxx, Xxxx & Xxxxxxxx, (“Xxxxxx”). Each Commitment Party intends to be and is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Commitment Party.

  • Amendment; No Waiver No provision of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and duly authorized officer of the Company. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered as a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by any party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any other right or power. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party, which are not set forth expressly in this Agreement.

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