Common use of Condition of Effectiveness Clause in Contracts

Condition of Effectiveness. The effectiveness of this Amendment is subject to the receipt by the Administrative Agent of the following: counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent; counterparts of the Reaffirmation attached hereto duly executed by each Subsidiary Guarantor; for the account of each Lender that delivers a duly executed signature page to this Amendment, a fee by wire transfer of immediately available funds in the amount of 7.5 basis points on the sum of (i) such Lender's Revolving Loan Commitment and (ii) the aggregate outstanding principal amount of such Lender's Term Loans; a copy of the Resolution, certified to the Administrative Agent and the Lenders by the Senior Vice President and General Counsel of the Borrower; all out-of-pocket expenses incurred by the Administrative Agent invoiced by February 27, 2003 in connection with the Credit Agreement, this Amendment, any other Loan Document or the transactions contemplated by any of the foregoing (including, without limitation, the reasonable fees and disbursements of Sidley Xxxxxx Xxxxx &Wood and Xxxxxxxx Chance US LLP), shall have been paid by the Borrower; and all legal matters incident to this Amendment and the effects hereof or any of the Loan Documents shall be reasonably satisfactory to the Administrative Agent and its counsel. The effectiveness of Section 3(a) of this Amendment with respect to each Proposed Asset Sale (including, without limitation, the Beverly Hills, California Asset Sale, but excluding the 00xx Xxxxxx Asset Sale) is further subject to the receipt by the Administrative Agent of a certificate, duly executed by Fluxman, dated as of the date of such Proposed Asset Sale and otherwise in form and substance satisfactory to the Administrative Agent, certifying that, in Fluxman's good faith determination, the consideration received under such Proposed Asset Sale constitutes not less than fair market value for the assets transferred by the Borrower and its Subsidiaries in connection therewith.

Condition of Effectiveness. This Waiver shall be deemed to have become effective as of the date hereof (the “Waiver Effective Date”), but such effectiveness shall be subject to each of the following conditions precedent having been fulfilled to the reasonable satisfaction of (or waived by) the Administrative Agent: (i) The effectiveness Administrative Agent shall have received (x) executed counterparts of this Amendment is subject to Waiver duly executed and delivered by the receipt by Borrower and the Administrative Agent of and (y) Consenting Lender Agreements executed and delivered by the following: counterparts of this Amendment duly executed by Requisite Lenders. (ii) The Administrative Agent shall have received from the Borrower, a non-refundable fee (the Required Lenders and the Administrative Agent; counterparts of the Reaffirmation attached hereto duly executed by each Subsidiary Guarantor; “Consent Fee”), for the account of each Lender that delivers a duly has delivered an executed signature page Consenting Lender Agreement prior to this Amendment5:00 p.m. (New York City time) on April 6, a fee by wire transfer 2016 (the “Consent Deadline”) equal to 0.50% of immediately available funds in the amount of 7.5 basis points on the sum of (i) such Lender's Revolving Loan Commitment and (ii) the aggregate outstanding principal amount of outstanding Term Loans and Revolving Commitments, as applicable, held by such Lender's Term Loans; a copy of the ResolutionLender immediately prior to giving effect to this Waiver, certified such Consent Fee to be payable on, and subject to the occurrence of, the Waiver Effective Date. (iii) The Administrative Agent shall have received from the Borrower reimbursement for all reasonable and the Lenders by the Senior Vice President and General Counsel of the Borrower; all invoiced out-of-pocket expenses incurred by the Administrative Agent invoiced by February 27, 2003 in connection with the Credit Agreement, this Amendment, any other Loan Document or the transactions contemplated by any of the foregoing (including, without limitation, the reasonable fees and disbursements of Sidley Xxxxxx Xxxxx &Wood and Xxxxxxxx Chance US LLP), shall have been paid by the Borrower; and all legal matters incident to this Amendment and the effects hereof or any of the Loan Documents shall be reasonably satisfactory expenses owed to the Administrative Agent or the Amendment No. 12 Arranger in connection with this Waiver and its the transactions contemplated hereby, including the reasonable fees, charges and disbursements of counsel. . (iv) The effectiveness of Section 3(aAdministrative Agent shall have received an officer’s certificate from the Borrower including a representation by a Responsible Officer that (i) of this Amendment with respect to each Proposed Asset Sale (including, without limitation, the Beverly Hills, California Asset Sale, but excluding the 00xx Xxxxxx Asset Sale) is further subject after giving effect to the receipt by Waiver, no Default or Event of Default exists and is continuing on the Administrative Agent of a certificatedate hereof and (ii) after giving effect to the Waiver, duly executed by Fluxman, dated all representations and warranties contained in the Credit Agreement and in this Waiver are true and correct in all material respects on and as of the date hereof, 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 as of such Proposed Asset Sale earlier date (provided that representations and otherwise warranties that are qualified by materiality shall be true and correct in form all respects). (v) The Administrative Agent shall have received the following legal opinions and substance satisfactory documents: originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel to the Credit Parties, to the Administrative Agent, certifying that, in Fluxman's good faith determination, the consideration received under such Proposed Asset Sale constitutes not less than fair market value for the assets transferred together with all other documents reasonably requested by the Borrower and its Subsidiaries Administrative Agent in connection therewithwith this Waiver.

Condition of Effectiveness. The effectiveness This Amendment shall become effective as of the date first above written when and only when each of the following conditions shall have been satisfied: (a) Agent shall have received, at Agent's office, each of the following in form, substance and date satisfactory to Agent: (i) a counterpart of this Amendment is subject executed and delivered by Borrower, (ii) a favorable report of Pilko & Associates, Inc. regarding their environmental assessment of the material properties of Kelt acquired by Borrower pursuant to the receipt Kelt Documents in scope and results acceptable to Agent, (iii) favorable title opinions regarding properties of Kelt acquired by Borrower pursuant to the Administrative Agent Kelt Documents in scope and results acceptable to Agent, (iv) certain documents of the following: counterparts type contemplated by Section 6.15 of this Amendment the Credit Agreement executed by Borrower granting to Agent on behalf of Lenders a first priority lien and security interest in all of the assets of Borrower acquired from Kelt pursuant to the Kelt Documents (the "Security Documents"), and (v) a promissory note with appropriate insertions in the form attached hereto as Exhibit A (such note being herein called the "Renewal Note") duly executed by the on behalf of Borrower, dated the Required Lenders date hereof, and expressly renewing the Administrative Agent; counterparts of the Reaffirmation attached hereto duly executed by each Subsidiary Guarantor; for the account of each Lender that delivers a duly executed signature page Original Note, (b) Borrower shall have paid to this Amendment, a Agent an arrangement fee by wire transfer of immediately available funds in the amount of 7.5 basis points on the sum of $225,000 in immediately available funds, (ic) such Lender's Revolving Loan Commitment and (ii) the aggregate outstanding principal amount of such Lender's Term Loans; a copy of the Resolution, certified to the Administrative Agent and the Lenders by the Senior Vice President and General Counsel of the Borrower; all out-of-pocket expenses incurred by the Administrative Agent invoiced by February 27, 2003 in connection with the Credit Agreement, this Amendment, any other Loan Document or the transactions contemplated by any of the foregoing (including, without limitation, the reasonable fees and disbursements of Sidley Xxxxxx Xxxxx &Wood and Xxxxxxxx Chance US LLP), shall have been paid by the received a written opinion of counsel for Borrower; and all legal matters incident to this Amendment and the effects hereof or any of the Loan Documents shall be reasonably satisfactory to the Administrative Agent and its counsel. The effectiveness of Section 3(a) of this Amendment with respect to each Proposed Asset Sale (including, without limitation, the Beverly Hills, California Asset Sale, but excluding the 00xx Xxxxxx Asset Sale) is further subject to the receipt by the Administrative Agent of a certificate, duly executed by Fluxman, dated as of the date of such Proposed Asset Sale and otherwise in form and substance satisfactory this Amendment, addressed to Agent, to the Administrative Agent, certifying that, in Fluxman's good faith determinationeffect that this Amendment, the consideration received under such Proposed Asset Sale constitutes not less than fair market value for Renewal Note, the assets transferred Security Documents and the Kelt Documents have been duly authorized, executed and delivered by the Borrower and its Subsidiaries that the Credit Agreement, the Renewal Note, the Security Documents and the Kelt Documents constitute the legal, valid and binding obligations of Borrower, enforceable in connection therewithaccordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws and to general principles of equity) and such other matters of Agent may require, (d) The transactions under the Kelt Documents have been contemporaneously consummated, Kelt shall have complied with each of the covenants and conditions contained in the Kelt Documents, (e) Agent shall have received a certificate of a duly authorized officer of Borrower dated the date of this Amendment certifying: (i) that all of the representations and warranties set forth in Article IV hereof are true and correct at and as of the time of such effectiveness; and (ii) as to such other corporate matters as Agent shall deem necessary, and (f) Agent shall have additionally received such other documents as Agent may reasonably request.

Condition of Effectiveness. The effectiveness of this Amendment is subject to the receipt by following conditions precedent: (a) the Administrative Agent of the following: shall have received counterparts of this Amendment duly executed by the BorrowerBorrowers and the Lenders required to execute and deliver this Amendment in order to give effect hereto; (b) the Administrative Agent shall have received those other agreements, documents, instruments and other deliverables appearing in Exhibit B hereto and not otherwise referred to in this Section 2, each in form and substance reasonably satisfactory to the Administrative Agent; (c) the Datalink Acquisition shall have been consummated (or shall be consummated substantially concurrently with the funding of the Term Loans) in accordance in all material respects with the Merger Agreement and shall constitute a Permitted Acquisition; (d) The Administrative Agent shall have received a certificate, dated as of the date hereof, and signed by a Financial Officer, (i) confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement, (ii) certifying that as of the date hereof, after giving effect to the Transactions to be consummated on the date hereof and the payment and accrual of all fees, costs and expenses in connection therewith, the Required Lenders Company and its Subsidiaries, on a consolidated basis, are and will be Solvent and (iii) demonstrating that the Company and its Subsidiaries are in compliance with the financial covenants contained in Section 6.10 of the Credit Agreement immediately after giving effect to the Datalink Acquisition (determined on a Pro Forma Basis recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if the Datalink Acquisition (and any related incurrence or repayment of Indebtedness) had occurred on the first day of each relevant period for testing such compliance); (e) the Administrative Agent shall have received all requested documents and opinions substantially consistent with those delivered on the Effective Date as to the organizational power and authority of the Company to borrow under the Credit Agreement after giving effect to the Term Loans; (f) the Administrative Agent shall have received for the benefit of each Term Lender and JPMorgan Chase Bank, N.A. all fees and other amounts due and payable on or prior to the Amendment No. 1 Effective Date under the Incremental Term Loan Facility Fee Letter, dated as of December 2, 2016, between the Company and the Administrative Agent; counterparts and (g) all of the Reaffirmation attached hereto duly executed by each Subsidiary Guarantor; for the account of each Lender that delivers a duly executed signature page to this AmendmentAdministrative Agent’s reasonable and documented accrued costs, a fee by wire transfer of immediately available funds in the amount of 7.5 basis points on the sum of (i) such Lender's Revolving Loan Commitment fees and (ii) the aggregate outstanding principal amount of such Lender's Term Loans; a copy of the Resolution, certified to the Administrative Agent and the Lenders by the Senior Vice President and General Counsel of the Borrower; all out-of-pocket expenses incurred through the date hereof, in each case owing by the Administrative Agent invoiced by February 27, 2003 in connection with the Credit Agreement, this Amendment, any other Loan Document or the transactions contemplated by any of the foregoing (including, without limitation, the reasonable fees and disbursements of Sidley Xxxxxx Xxxxx &Wood and Xxxxxxxx Chance US LLP), shall have been paid by the Borrower; and all legal matters incident to this Amendment and the effects hereof or any of the Loan Documents shall be reasonably satisfactory Borrowers to the Administrative Agent and its counsel. The effectiveness of Section 3(a) of this Amendment with respect to each Proposed Asset Sale (including, without limitation, the Beverly Hills, California Asset Sale, but excluding the 00xx Xxxxxx Asset Sale) is further subject invoiced prior to the receipt by date hereof shall have been (or will substantially concurrently with the Administrative Agent of a certificate, duly executed by Fluxman, dated as making of the date of such Proposed Asset Sale and otherwise in form and substance satisfactory to the Administrative Agent, certifying that, in Fluxman's good faith determination, the consideration received under such Proposed Asset Sale constitutes not less than fair market value for the assets transferred by the Borrower and its Subsidiaries in connection therewithTerm Loans be) fully paid.