Conditions and Effectiveness. This Amendment shall become effective only upon satisfaction of the following conditions:
3.1 The Borrower shall have duly executed and delivered to the Lender this Amendment.
3.2 The Borrower shall have delivered to the Lender a certification by the Secretary or Assistant Secretary of the Borrower certifying as to (i) true and complete copies of the Borrower’s Restated Certificate of Incorporation and Amended and Restated Bylaws attached thereto, (ii) resolutions of the Borrower’s Board of Directors authorizing the execution, delivery and performance of this Amendment, and (iii) the incumbency, names, titles, and signatures of each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment.
3.3 The Borrower shall have satisfied any other conditions as specified by the Lender, including payment of all unpaid legal fees and expenses incurred by the Lender through the date of this Amendment in connection with the Credit Agreement.
Conditions and Effectiveness. This Amendment shall become effective only upon satisfaction of the following conditions:
3.1 The Borrower shall have duly executed and delivered to the Administrative Agent this Amendment.
3.2 The Borrower shall have satisfied any other conditions as specified by the Administrative Agent, including payment of all unpaid legal fees and expenses incurred by the Administrative Agent through the date of this Amendment in connection with the Credit Agreement.
Conditions and Effectiveness. This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions:
3.1 Before and after giving effect to this Amendment, the representations and warranties in ARTICLE IV of the Loan Agreement shall be true and correct as though made on the date hereof except for changes that are permitted by the terms of the Loan Agreement. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition.
3.2 Before and after giving effect to this Amendment, no Event of Default or no Default, shall have occurred and be continuing under the Loan Agreement except for those expressly waived by the terms hereof. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition.
3.3 The Bank shall have received the following documents appropriately completed and duly executed by the Borrower and the other Obligors where appropriate:
(a) This Amendment appropriately completed and duly executed by the Borrower, together with a resolution of the Borrower authorizing the execution and delivery of this Amendment in form and substance satisfactory to the Bank; and
(b) Such other approvals, opinions or documents, as the Bank may reasonably request.
Conditions and Effectiveness. This Supplemental Indenture shall become effective upon execution and delivery by the Company and the Trustee.
Conditions and Effectiveness. This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions:
4.1 Before and after giving effect to this Amendment, the representations and warranties in ARTICLE VII of the Credit Agreement shall be true and correct as though made on the date hereof except for changes that are permitted by the terms of the Credit Agreement and for the litigation now scheduled on Schedule 7.6 (Amended 8/96). The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition.
4.2 Before and after giving effect to this Amendment, no Default or no Event of Default shall have occurred and be continuing under the Credit Agreement except for those expressly waived by the terms hereof. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition.
4.3 The Administrative Bank shall have received a duly executed copy of this Amendment and the following documents or other items appropriately completed and duly executed by the Borrower and the other Loan Parties where appropriate:
(a) a replacement Revolving Note (the "Replacement Revolving Note") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower;
(b) a replacement Term Note A (the "Replacement Term Note A") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower;
(c) a replacement Term Note B (the "Replacement Term Note B"; and together with the Replacement Revolving Note and Replacement Term Note A being sometimes hereinafter referred to collectively as the "Replacement Notes" and individually as a "Replacement Note") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower;
(d) an Amendment No. 2 to the Borrower Pledge Agreement (the "Pledge Agreement Amendment") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower pursuant to which, among other things, the Borrower pledges to the Administrative Bank not less than 100% of AWI's, VLC's, UWS', Raven's D& R Music, Inc.'s, Automatic Music Services, Inc.'s and Automation First, Inc.'s issued and outstanding stock, together with the original stock certificates for such stock and undated stock powe...
Conditions and Effectiveness. This Agreement shall become effective when each of the following conditions precedent has been fulfilled, except to the extent waived by the Agent.
Conditions and Effectiveness. This Amendment shall become effective when, and only when, the Bank and the Company have received counterparts of this Amendment executed by the Bank and by the Company.
Conditions and Effectiveness. This Consent shall become effective with retroactive effect as of August 10, 2018 as soon as the Administrative Agent shall have received counterpart signatures to this Consent from the Lenders and each other party hereto (the date on which such condition has been satisfied, the “Consent Effective Date”).
Conditions and Effectiveness. This Supplement shall become effective upon execution and delivery to the Trustee. This Supplement shall become operative upon satisfaction or waiver of the conditions set forth in the applicable solicitation of consents in accordance with the Indenture.
Conditions and Effectiveness. 2.1 Completion shall be conditional upon:
(a) XxxXxxx having completed the purchase from the Original Owners of all of the shares of Blagden Group NV; and
(b) Sellers and Purchasers having complied with the Works Council Procedure.
2.2 Condition 2.1(b) is for the benefit of the Purchasers and may be waived by the Purchasers in whole or in part at any time by notice to the Vendors.
2.3 The Vendors shall use their best efforts to procure that Condition 2.1
(a) is satisfied, as soon as possible and in any event at the latest on 13 November 2006. The Vendors and the Purchasers shall use their best efforts to procure that Condition 2.1(b) is satisfied, as soon as possible.
2.4 If the condition set out in Clause 2.1(a) shall not have been satisfied by 15 December 2006, this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 13 (Confidentiality and announcements), 17.5 (Costs), 18 (Notices) and 19 (Governing law and jurisdiction) shall be null and void and of no further effect and the Parties shall be released and discharged from their respective obligations under this Agreement.
2.5 This Agreement shall only become effective upon the delivery of evidence satisfactory to the Purchasers that XxxXxxx has executed an effective agreement conditional only upon the advice or consent of the relevant works councils for the purchase from the Original Owner of all of the shares of Blagden Group NV. The Purchasers acknowledge that they are aware that at the date hereof there is no such agreement with the Original Owners and agree that if XxxXxxx is unable to produce the required evidence within five Business Days hereof, the Purchasers shall not hold XxxXxxx liable for any consequences thereof nor claim any penalties therefor from XxxXxxx.
