CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT Sample Clauses

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied to the satisfaction of the Noteholders (which satisfaction shall be evidenced by the release from escrow of the signature page of the Noteholders to this First Amendment by Xxxxxx Xxxxxx LLP, special counsel to the Noteholders): (a) counterparts of this First Amendment, duly executed by the Company, the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders (or their special counsel); (b) counterparts of the Intercreditor Agreement, duly executed by each of the parties thereto, shall have been delivered to the Noteholders (or their special counsel); (c) counterparts of the Subsidiary Guaranty Agreement, duly executed by each of the Subsidiary Guarantors, shall have been delivered to the Noteholders (or their special counsel); (d) counterparts of each of the Collateral Documents required to be delivered on or prior to the date hereof by the Note Purchase Agreement, as amended hereby, as are necessary to grant in favor of the Collateral Agent Liens in and to the Collateral as contemplated by this First Amendment and the Bank Facility, duly executed by the Company and/or the Subsidiary Guarantors party thereto and the Collateral Agent, shall have been delivered to the Noteholders (or their special counsel), together with: (i) certificates and instruments, if any, representing the securities Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank; (ii) UCC financing statements in form appropriate for filing under the UCC of all jurisdictions that the Noteholders may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement (except to the extent such Collateral is fixtures or “as extracted” collateral); (iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name the Company or any Subsidiary Guarantor as debtor and that are filed in those state and county jurisdictions in which the Company or such Subsidiary Guarantor is orga...

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment shall become effective upon the satisfaction of the following conditions precedent concurrently or prior to the Advance of (or conversion into) the Term Loan C Loans (the date of such satisfaction, the “First Amendment Effective Date”): (a) The Administrative Agent shall have received counterparts of (i) this First Amendment duly executed and delivered by each of the Parent, the Borrower, each of the Subsidiary Guarantors and the Administrative Agent, and (ii) consents, in the form set forth hereto as Annex A (each, a “Lender Consent”), executed by the Lenders constituting the Required Lenders and the Term Loan C Lenders. (b) Prior to and after giving effect to this First Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made on and as of such date, provided that the references to the Credit Agreement in such representations and warranties shall be deemed to refer to the Credit Agreement as amended pursuant to this First Amendment. (c) No Default or Event of Default shall have occurred and be continuing on the date hereof after giving effect to the transactions contemplated hereby. (d) The Borrower shall have paid to the Administrative Agent all outstanding fees, costs and expenses owing to the Administrative Agent. (e) The Administrative Agent shall have received such additional documentation as the Administrative Agent may reasonably require. (f) The Term Loan C Loans shall refinance in full the aggregate principal amount of the Term Loan B Loans outstanding on the First Amendment Effective Date.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment shall become effective upon the date (the “First Amendment Effective Date”) when the following conditions are satisfied:

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First 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 First Amendment, duly executed by the Company and the Required Holders of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have been amended substantially as proposed in the forms annexed hereto as Exhibits B and C, respectively; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; 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 First Amendment shall become effective.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. The effectiveness of this First Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the following conditions precedent (the date on which all such conditions precedent are so satisfied (except those that may be satisfied at a later date) shall be the “Effective Date”):

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment, and each of the amendments contained herein, shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions precedent have been fulfilled (or waived) to the reasonable satisfaction of the Administrative Agent:

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First 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 First Amendment, duly executed by the Company and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes; (b) the holders of Notes shall have received evidence satisfactory to them that the Company has entered into the Senior Loan Agreement; and (c) the recitals set forth above 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; and (d) the Noteholders shall have been reimbursed for all reasonable and documented expenses incurred relating to this First Amendment. Upon receipt of all of the foregoing, this First Amendment shall become effective.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First 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 First Amendment, duly executed by the Company and the Required Holders of the Notes under the Note Purchase Agreement, shall have been delivered to the Noteholders; and (b) 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 First Amendment shall become effective.

CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. 3.1. This First 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 First Amendment, duly executed by the Company, each Guarantor, MetLife and the Required Holders, shall have been delivered to Metlife and the Noteholders; and (b) 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 satisfaction of all of the foregoing, this First Amendment shall become effective.