Common use of Conditions to Effectiveness of this Consent Clause in Contracts

Conditions to Effectiveness of this Consent. Section 3.1. This Consent 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 Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; (b) the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 Notes and any other notes issued pursuant to the Private Placement Note Docuemnts (the “Private Placement Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; (c) the Company shall have paid an amendment fee in an aggregate amount of $10,000 to the Noteholders pro rata based upon the principal amount of the Notes outstanding as of the Consent Effective Date held by each Noteholder; and the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. Section 3.1. This Consent 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 Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; (b) the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 2003 Notes and any other notes issued pursuant to the Private Placement Note Docuemnts (the “Private Placement 2003 Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders;; and (c) the Company shall have paid an amendment fee in an aggregate amount of $10,000 to the Noteholders pro rata based upon the principal amount of the Notes outstanding as of the Consent Effective Date held by each Noteholder; and the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. Section 3.1. This Consent 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 Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; (b) the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 2003 Notes and any other notes issued pursuant to the Private Placement Note Docuemnts (the “Private Placement 2003 Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; (c) the Company shall have paid an amendment fee in an aggregate amount of $10,000 to the Noteholders pro rata based upon the principal amount of the Notes outstanding as of the Consent Effective Date held by each Noteholder; and and (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. Section 3.1. This Consent 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 Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; (b) ; the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 Notes and any other notes issued pursuant to the Private Placement Note Docuemnts Documents (the “Private Placement Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; (c) the Company shall have paid an amendment fee in an aggregate amount of $10,000 to the Noteholders pro rata based upon the principal amount of the Notes outstanding as of the Consent Effective Date held by each Noteholder; and the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. Section 3.1. This Consent shall not become effective until, and shall become effective when, each and every one as of the date the following conditions shall precedent have been satisfied:satisfied (the “Effective Date”): (a) executed counterparts of the Administrative Agent shall have received (i) this Consent, duly executed and delivered by the Company, (ii) the Affirmation of Guarantors, in the form attached hereto as Annex A, duly executed and delivered by each of the Subsidiary Guarantors (other than Xxxxx Xxxxxxx Theatres), and (iii) Lender Consents, in the Noteholdersform attached hereto as Annex B (the “Lender Consents”), shall have been delivered to duly executed by the NoteholdersLenders constituting the Requisite Lenders; (b) the Company Administrative Agent shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among received an officer’s certificate from the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 Notes and any other notes issued pursuant to the Private Placement Note Docuemnts (the “Private Placement Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance reasonably satisfactory to the NoteholdersAdministrative Agent, certifying (i) that Xxxxx Xxxxxxx Theatres is not a material Guarantor, (ii) that after giving effect to this Consent, Xxxxx Xxxxxxx Theatres has not guaranteed the Indebtedness of any Loan Party and (iii) as to the matters specified in clauses (d) and (e) below; (c) the Company Administrative Agent shall have received all fees and accrued expenses of the Administrative Agent required to be paid an amendment fee in an aggregate amount by the Company, including without limitation, the reasonable fees and disbursements and other charges of $10,000 counsel to the Noteholders pro rata based upon the principal amount Administrative Agent; (d) each of the Notes outstanding as of the Consent Effective Date held by each Noteholder; and the representations and warranties of made by any Loan Party in or pursuant to the Company set forth in Section 2 hereof are Loan Documents shall be true and correct in all material respects on and with respect to as of the date hereof. Upon receipt , as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (e) no Default or Event of Default shall have occurred and be continuing on the foregoing, this Consent shall become effective (the “Consent Effective Date”)date hereof.