Common use of Conditions Precedent to Effectiveness of Amendment Clause in Contracts

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions exist: (a) The Agent and each of the Lenders shall have received a fully executed counterpart or original of this Amendment. (b) Upon the effectiveness of this Amendment, all representations and warranties set forth in the Loan Agreement shall be true and correct in all material respects on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (e) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be become effective unless and until as of June 30, 1997 (the "Effective Date") once each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existprecedent is satisfied: (a) The Agent and each of the Lenders Lender shall have received a fully duly executed counterpart or original of this Amendment.Amendment signed by each of the Loan Parties; (b) Upon the effectiveness of Loan Parties shall have paid in full the Amendment Fee to Lender; (c) After giving effect to this Amendment, all of the warranties and representations and warranties set forth of the Loan Parties contained in the Loan Agreement and the other Related Agreements (including, without limitation, this Amendment) shall be true and correct in all material respects on and as of the effective date hereof, hereof to the same extent as though made on and as of the date hereof (except for (x) such inducing those representations and warranties that were only required to be true and correct made expressly as of a prior different date). (d) After giving effect to this Amendment, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any continuing as of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effecthereof. (e) The Lenders No litigation, investigation, proceeding, injunction, restraint or other action shall have received such further agreementsbe pending or threatened against, consentsor any officer, instruments and documents as may be necessary director, or proper in the reasonable opinion executive of the Lendersany thereof, which restrains, presents or imposes adverse conditions upon, or which otherwise relates to, the Agent and their counsel to carry out the provisions and purposes execution, delivery or performance of this Amendment. (f) The Loan Parties shall have obtained all consents, approvals and acknowledgments which may be required with respect to the execution, delivery and performance of this Amendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless The effectiveness of this Amendment, the waiver of the Existing Defaults set forth in Section 9 above, the consent to the Hillair Financing set forth in Section 10 above, are subject to and until contingent upon the fulfillment of each and every one of the following conditions shall have been satisfied in to the sole discretion satisfaction of the Lenders or waived by the Lenders, for whose sole benefit such conditions existLender: (a) The Agent and each of the Lenders Lender shall have received a fully executed counterpart or original of this Amendment., duly executed by Borrower; (b) Upon Lender shall have received true and correct copies of all documents executed and connection with the effectiveness Hillair Financing, duly executed and otherwise in form and substance satisfactory to Lender; (c) Lender shall have received the Subordination Agreement with Hillair Capital Investments L.P., duly executed and otherwise in form and substance satisfactory to Lender; (d) The Hillair Financing shall have closed substantially concurrently with the execution of this Amendment; (e) After giving effect to this Amendment, no Event of Default or Default shall have occurred and be continuing; and (f) After giving effect to this Amendment, all of the representations and warranties set forth herein and in the Loan Agreement shall be true true, complete and correct accurate in all material respects on and as of the effective date hereof, hereof (except for (x) such inducing representations and warranties that were only required which are expressly stated to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse EffectAgreement). (e) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent to Effectiveness of Amendment. This Second Amendment shall not be effective unless automatically and until without the necessity of any further action by the Administrative Agent, the Borrower or any Lender when counterparts hereof have been executed by the Administrative Agent, the Borrower and the Required Lenders, and each of the following conditions shall to the effectiveness hereof have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existsatisfied: (a) The the Administrative Agent and each of the Lenders shall have received a fully executed counterpart such documents and certificates as the Administrative Agent and its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and each Subsidiary, the power and authority of the Borrower and each Subsidiary (as applicable) to execute, deliver and perform this Second Amendment and any other legal matters relating to the Borrower, any Subsidiary or original of this Amendment.the Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel; (b) Upon the effectiveness of this Amendment, all representations and warranties set forth contained herein and in the all other Loan Agreement Documents, as amended hereby, shall be true and correct in all material respects on and as of the effective date hereofEffective Date as if made on the Effective Date, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate limited by their terms to the defaults described in clause a specific date; (iic) hereof and (z) such representations and warranties as relate after giving effect to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effectthis Second Amendment, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or Event of Default shall have occurred exist; and (d) all proceedings taken in connection with the transactions contemplated by this Second Amendment and all documentation and other legal matters incident thereto shall be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material satisfactory to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (e) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Administrative Agent and their counsel to carry out the provisions and purposes of this Amendmentits counsel.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless is subject to and until contingent upon the fulfillment of each and every one of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existconditions: (a) The Agent Bank shall have received this Amendment, duly executed by Borrower; (b) Bank shall have received evidence satisfactory to Bank that (i) UGG has duly merged with and each into Borrower and Borrower is the surviving entity, and (ii) all assets of UGG have been duly transferred and assigned to Borrower, and accepted by Borrower, and without limiting the generality of the Lenders foregoing, record title to all Intangible Assets shall be held in the name of Borrower; (c) Bank shall have received a fully Collateral Access Agreement respecting Borrower's location at 0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, duly executed counterpart or original by the landlord of this Amendment.such location and in form and substance satisfactory to Bank; (bd) Upon No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred and be continuing; and (e) All of the effectiveness of this Amendment, all representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true true, complete and correct accurate in all material respects on and as of the effective date hereof, hereof (except for (x) such inducing representations and warranties that were only required which are expressly stated to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse EffectClosing Date). (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (e) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall not be effective unless is subject to and until contingent upon the fulfillment of each and every one of the following conditions shall have been satisfied in on or before the sole discretion date of the Lenders or waived by the Lenders, for whose sole benefit such conditions existthis Amendment: (a) The Agent Agent, on behalf of Banks and each of the Lenders Issuing Bank, shall have received a fully the following agreements, instruments and documents, in each case in form and content satisfactory to Agent: (i) this Amendment, duly executed counterpart or original by Borrowers and Banks; and (ii) each Consent of Guarantor and Amendment to Guaranty attached to this Amendment, duly executed by Parent Borrower and Gyyr, as applicable. (b) Agent shall have received all outstanding and unpaid Bank Expenses, including but not limited to the legal fees of Buchalter, Nemer, Fields & Younger and of Gray, Xxxx, Xxre & Xreidenrich, and the Bank Expenses relating to the negotiation preparation and documentation of this Amendment. (bc) Upon Agent shall have received an executed copy of the effectiveness ATL Note, in form and substance satisfactory to Agent. (d) No Event of this AmendmentDefault, all Unmatured Event of Default or Material Adverse Effect shall be continuing. (e) All of the representations and warranties set forth herein and in the Loan Agreement shall be true true, complete and correct accurate in all material respects on and as of the effective date hereof, hereof (except for (x) such inducing representations and warranties that were only required which are expressly stated to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse EffectClosing Date). (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (e) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existuntil: (a) The Agent and each Lender shall have received this Amendment duly executed along with the Consent of the Lenders Guarantor attached hereof; (b) Lender shall have received a fully Guaranty in form and substance acceptable to Lender, duly executed counterpart or original by REG in favor of this Amendment. (b) Upon Lender, pursuant to which REG shall guaranty all obligations under the effectiveness of this Amendment, all representations and warranties set forth in the Revolving Credit Loan Agreement shall be true and correct in all material respects on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect.Note; (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development Lender shall have occurred since the date of delivery received an amendment to the Lenders MOSA duly executed by the parties thereto in form and substance acceptable to Lender; (d) Lender shall have received notification from the IFA that the IFA has agreed and consented, without reservation, to all the terms of this Amendment to the Borrowers' most recent financial statements which event or development has had or extent the IFA’s consent and agreement is reasonably likely to have a Material Adverse Effect.required under the IFA Guaranty Documents; (e) The Lenders Borrower shall have entered into the monthly tolling agreement in form and substance approved by Lender in accordance with Section 7.51 of the Loan Agreement as amended hereby; (f) Lender shall have received payment of the fees and costs required herein and under the Loan Agreement; and (g) Lender has received such other and further agreements, consents, instruments and documents as may be necessary or proper Lender shall have reasonably requested prior to the date hereof, all in the reasonable opinion of the Lenders, the Agent form and their counsel substance satisfactory to carry out the provisions Lender and purposes of this Amendmentits counsel.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until The prior or concurrent satisfaction of each of the following shall constitute conditions shall have been satisfied in precedent to the sole discretion effectiveness of the Lenders or waived by the Lenders, for whose sole benefit such conditions existthis Amendment: (a) The Agent and each of the Lenders Lender shall have received a fully this Amendment duly executed counterpart or original of this Amendment.by the parties hereto, which shall be in full force and effect; (b) Upon Lender shall have received the effectiveness of reaffirmation and consent attached hereto as EXHIBIT "A" duly executed by OED I, which shall be in full force and effect; (c) The representations and warranties in this Amendment, all representations and warranties set forth in the Loan Agreement Agreement, and the other Loan Documents shall be true and correct correct, in all material respects respects, on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) the extent such representations and warranties as expressly relate to the defaults described an earlier date, in clause (ii) hereof and (z) which case such representations and warranties were, to such extent, true and correct, in all material respects, as relate of such earlier date; (d) After giving effect to the occurrence this Amendment, no Event of an Default or event which has had with the giving of notice or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or passage of time would constitute an Event of Default shall have occurred and be continuingcontinuing on the date hereof, other than (i) nor shall result from the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any consummation of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect.transactions contemplated herein; and (e) The Lenders No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have received such further agreementsbeen issued and remain in force by any Governmental Authority against Borrower or Lender, consents, instruments and documents as may be necessary or proper in the reasonable opinion any of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this AmendmentAffiliates.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be and shall become effective unless and until each as of the date hereof subject to the satisfaction of the following conditions shall have been satisfied in (such date, the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions exist:"Amendment Effective Date"): (a) The Agent Lender shall have received this Amendment duly executed by the parties hereto, which shall be in full force and each of the Lenders effect; (b) Lender shall have received a fully executed counterpart or original true, correct and complete copy of this Amendment.the (i) Management Agreement, (ii) OED I Operating Agreement, as amended, (iii) OED Operating Agreement, (iv) OED I Purchase Agreements and (v) the Certificate of Cancellation of OED II, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct and complete copy thereof, and each such document shall be satisfactory to Lender; (bc) Upon the effectiveness of this Amendment, all The representations and warranties set forth in this Amendment and the Loan Agreement shall be true and correct correct, in all material respects respects, on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) the extent such representations and warranties as expressly relate to the defaults described an earlier date, in clause (ii) hereof and (z) which case such representations and warranties as relate were, to the occurrence extent, true and correct, in all material respects, as of an such earlier date; (d) After giving effect to this Amendment, no Event of Default or event which has had with the giving of notice or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goulx Xxxnt, and no Default or passage of time would constitute an Event of Default shall have occurred and be continuingcontinuing on the date hereof, other than (i) nor shall result from the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any consummation of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect.transactions contemplated herein; and (e) The Lenders No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have received such further agreementsbeen issued and remain in force by any Governmental Authority against Borrower or Lender, consents, instruments and documents as may be necessary or proper in the reasonable opinion any of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this AmendmentAffiliates.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be become effective unless and until (the “Amendment Effective Date”) upon satisfaction of each of the following conditions shall have been satisfied in the sole discretion of the Lenders or waived by the Lenders, for whose sole benefit such conditions existconditions: (a) The Agent Each of Borrower and each of Lender shall have executed and delivered to Lender this Amendment, and such other documents as Lender may reasonably request; (b) All limited liability company proceedings taken in connection with the Lenders transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel in their sole discretion; (c) Lender shall have received a fully executed counterpart or original fee of this Amendment. $75,000 (bthe “Amendment Fee”) Upon from Borrower for the effectiveness execution of this Amendment, all representations which Amendment Fee (i) is fully earned and warranties set forth in is due and payable on the Loan Agreement shall be true and correct in all material respects on and as of the effective date hereof, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof shall be designated as an Advance under the Credit Agreement, and (ziii) such representations and warranties as relate Borrower hereby authorizes Lender to charge to the occurrence Loan Account. (d) Each of Lender and Indenture Collateral Agent shall have executed an event which has had or is reasonably likely to have a Material Adverse Effect, but only amendment to the extent that such event constitutes the Goulx XxxntIntercreditor Agreement, in form and no substance satisfactory to Lender in its sole discretion; (e) No Default or Event of Default shall have occurred and be continuing, other than ; and (if) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material All legal matters incident to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is transactions contemplated hereby shall be reasonably likely satisfactory to have, a Material Adverse Effectcounsel for Lender. (c) Except for the collectibility of the Referenced Account and the occurrence of the Goulx Xxxnt,no event or development shall have occurred since the date of delivery to the Lenders of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (e) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment.