Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the “Second Amendment Effective Date”):
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date (the “Amendment No. 2 Effective Date”) when the Administrative Agent shall have determined that the following conditions precedent have been satisfied:
(a) The Administrative Agent shall have received a copy of (i) this Second Amendment, duly executed and delivered by the Borrower, the Administrative Agent, the Required Lenders, all of the Revolving Lenders and all of the Term A Lenders and (ii) a Consent and Reaffirmation, in the form attached hereto as Annex A duly executed and delivered by each Guarantor and the Borrower;
(b) All filings, recordations and searches necessary or desirable in connection with the Liens and security interests created pursuant to the Collateral Documents shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance, requested by the Administrative Agent with respect to real property interests of the Borrower and its subsidiaries shall have been obtained.
(c) The Lenders shall have received satisfactory opinions of counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the Senior Credit Facility) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require;
(d) The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 2 Effective Date signed by a Responsible Officer of the Borrower, certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default exists; and
(e) All accrued fees and expenses of the Lead...
Conditions to Effectiveness of Second Amendment. The effectiveness of this Second Amendment is subject to the satisfaction or waiver of the following conditions:
Conditions to Effectiveness of Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company and the Purchaser, shall have been delivered to the Purchaser;
(b) the Purchaser shall have received a fee equal to $10,000;
(c) the Purchaser shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof;
(e) the Purchaser shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Purchaser; and
(f) executed counterparts of Credit Agreements, duly executed by the Company and the Banks, which Credit Agreements shall be in form and substance satisfactory to the Purchaser, shall have been delivered to the Purchaser. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date (the "Effective Date") when Borrower shall satisfy all of the following conditions:
Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the first date (the “Second Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower and Lenders representing the Majority Lenders.
Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective upon the Credit Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Credit Agent and the Lenders:
Conditions to Effectiveness of Second Amendment. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company and the Noteholders, shall have been delivered to the Noteholders;
(b) the Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(c) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof; (d) the Noteholders shall have received evidence, in form and substance reasonably satisfactory to the Noteholders and their special counsel, that the Stock Acquisition shall have been consummated. Receipt of all of the foregoing is acknowledged on the 19th day of November, 1996 and, accordingly, this Second Amendment shall be effective on and as of such date.
Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective upon the satisfaction, in the Administrative Agent’s sole discretion, of the following conditions precedent:
(i) The Administrative Agent shall have executed, and shall have received from the Borrower and the Required Lenders duly executed signature pages to, this Second Amendment, and shall have received a duly executed acknowledgement of Section 5 of this Second Amendment from each Guarantor; and
(ii) the Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably request.
Conditions to Effectiveness of Second Amendment. The effectiveness of this First Amendment and the agreements set forth herein are subject to fulfillment, as determined in the sole judgment of Agent, of the following conditions:
(a) Borrowers shall have executed and delivered to Agent this Second Amendment, the Revolving Notes and the Disclosure Schedule Amendment and Agent shall have determined that the Disclosure Schedule Amendment is acceptable to Agent in its good faith determination;
(b) Borrowers shall have delivered to Agent a Certificate of the Secretary or an Assistant Secretary of each Borrower certifying appropriate corporate actions authorizing the execution and delivery of this Second Amendment and the Revolving Notes and covering such other matters as Agent may reasonably request;
(c) Agent shall have determined that no Default or Event of Default exists; and
(d) Borrowers shall have delivered such other documents and shall have taken such other actions as Agent in its reasonable discretion may require.
