Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date first above written on the Business Day when, and only when, the following conditions shall have been satisfied (such date being, for purposes hereof, the "Effective Date"):
(a) The Administrative Agent shall have received counterparts of (i) this Amendment executed by the Borrower, Holding and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the consent dated as of the date hereof (a copy of which is attached hereto) (the "Consent", together with this Amendment, the "Amendment Documents"), executed by each of the Loan Parties.
(b) The Administrative Agent shall have received:
(i) an updated list of locations (including leased and owned stores and distribution centers) at which each Grantor maintains Equipment and Inventory;
(ii) signed originals of proper financing statements, to be filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, as supplemented;
(iii) an updated list of bank accounts maintained for each Loan Party;
(iv) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, as supplemented, has been taken, including any filings with the U.S. Patent and Trademark Office or the United States Copyright Office.
(c) On the Effective Date, (i) the representations and warranties contained in each of the Loan Documents (including, without limitation, in Section 3 of this Amendment) shall be correct in all material respects as though made on and as of the Effective Date (other than any such representations or warranties that, by their terms, refer to a specific date other than the Effective Date, in which case as of such specific date) and (ii) no event shall have occurred and be continuing that would constitute a Default.
(d) The Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower confirming satisfaction of the conditions specified in paragraph (c) above.
(e) The Administrative Agent shall have received from the ...
Conditions of Effectiveness of this Amendment. The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:
Conditions of Effectiveness of this Amendment. This Amendment shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Effective Date”):
Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof (the “Effective Date”) when, and only when, the Agent shall have received each of the following:
(a) counterparts of this Amendment duly executed by the Borrower and the Requisite Lenders; and
(b) a Consent in the form attached hereto executed by each of ComputerLand Corporation and MiTAC Industrial Corp.
Conditions of Effectiveness of this Amendment. Section 1 of this Amendment shall become effective as of the first date (the "Effective Date") on which each of the following conditions precedent shall have been satisfied:
(a) The Lender shall have received a counterpart of this Amendment duly executed by the Borrower and acknowledged by the Guarantor.
(b) All of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any governmental or regulatory authority or any other Person necessary in connection with any aspect of this Amendment or any of the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and shall remain in full force and effect; and no law, rule or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon any aspect of this Amendment or any of the other transactions contemplated hereby.
(c) The representations and warranties contained in the Credit Agreement and in the Guaranty shall be correct in all material respects on and as of the Effective Date, as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date other than the Effective Date, in which case as of such specific date).
(d) No event shall have occurred and be continuing, that constitutes a Default.
(e) All of the accrued fees and expenses of the Lender (including the accrued fees and expenses of counsel for the Lender) shall have been paid in full.
(f) The Lender shall have received on or before the Effective Date the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Lender:
(i) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and the transactions contemplated hereby, and of all documents evidencing other necessary corporate action and governmental and third party approvals and consents, if any, with respect to this Amendment and the transactions contemplated hereby and thereby.
(ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder.
(iii) Such other opinions, certificates, documents and information as the Lender may reasonably request. The...
Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):
(a) the Lender (or its counsel) shall have received counterparts to this Amendment, duly executed by the Borrower and the other Loan Parties; and
(b) the Borrower shall have paid or shall pay on the Amendment Effective Date all costs, fees and expenses required to be paid pursuant to Section 7 hereof and Section 11.04 of the Credit Agreement, including, without limitation, fees and expenses of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel to the Lender.
Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date first written above when and only if the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, each Guarantor and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment.
Conditions of Effectiveness of this Amendment. This Amendment shall become effective on the date when the following conditions shall have been satisfied (or waived) (the “First Amendment Effective Date”):
(a) execution and delivery of this Amendment by the Borrower, each Guarantor, the Agent and the Lenders;
Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof (the “Effective Date”) when, and only when, each of the following conditions precedent has been satisfied and fulfilled to the satisfaction of the Agent:
(a) Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower and Lenders;
(b) The representations and warranties contained herein and in each other Loan Document shall be true and correct in all respects, except to the extent that such representations or warranty expressly relates solely to an earlier date;
(c) Agent shall have received a reaffirmation and consent in the form attached hereto duly executed by each of the Guarantors;
(d) No Default or Event of Default hereunder shall have occurred and be continuing or would result after giving effect to any of the transactions contemplated on the date hereof;
(e) Agent shall have received such other documents, instruments, certificates, fees, expenses and agreements as the Agent may reasonably request in connection with the transactions contemplated by this Amendment.
Conditions of Effectiveness of this Amendment. This Amendment shall become effective upon satisfaction of each of the following conditions, being satisfied to the satisfaction of the Agent (the “Effective Time”):
