Conditions to Execution and Delivery of this Amendment Sample Clauses

Conditions to Execution and Delivery of this Amendment. The Secretary's agreement to this Amendment is subject to the following conditions having been met or being met simultaneously herewith on the date hereof, unless waived in writing by the Secretary: (a) The MLP Transaction shall have closed or shall close simultaneously with this Amendment and the proceeds thereof shall have been paid to or shall be paid simultaneously with this Amendment to the order of K-Sea LP and applied to prepayment of all debt (other than the Title XI Financing) of K-Sea LLC and/or EW Holding; (b) Each of the Original K-Sea Entities, if necessary, and collectively the entities described in Recitals (E)(i) and (ii) above, and K-Sea LP and K-Sea OLP shall have entered into documentation providing for the mergers as contemplated under the MLP Transaction; (c) K-Sea LLC, K-Sea LP1, L.P., K-Sea LP2, L.P. and K-Sea OLP shall have executed and delivered to the Secretary the Assumption of Construction Contract, subject to the first priority security interest of the Secretary, and the Shipyard shall have executed the Consent of Shipyard; (d) The Original K-Sea Entities, collectively the entities described in Recitals (E)(i) and (ii) above, K-Sea LP, K-Sea OLP and the Secretary, as required, shall have executed and delivered the following documents, each document or instrument being in form and substance satisfactory to each of the Original K-Sea Entities, K-Sea LP, K-Sea OLP and the Secretary, and if a party thereto, the Indenture Trustee and the Depository: (i) Security Agreement, including Schedule X definitions; (ii) Restated Title XI Reserve Fund and Financial Agreement; (iii) Supplemental Indenture No. 1, including Schedule A definitions; (iv) Assumption of Secretary's Note; (v) exchanged Obligations; (vi) Assumption of Mortgage, Security Agreement and Secretary's Note (Corp4 DBL 101); Assumption of Mortgage, Security Agreement and Secretary's Note (LP4 DBL 101); and Assumption of Mortgage, Security Agreement and Secretary's Note (OLP DBL 101); (vii) Assumption of Mortgage, Security Agreement and Secretary's Note (LP1 DBL 81, DBL 82); Assumption of Mortgage, Security Agreement and Secretary's Note (LP2 DBL 81, DBL 82); and Assumption of Mortgage, Security Agreement and Secretary's Note (OLP DBL 81, DBL 82);
Sample 1
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Related to Conditions to Execution and Delivery of this Amendment

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Waiver and Amendment Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • Telecopy Execution and Delivery A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

  • Conditions Precedent to the Effectiveness of this Amendment This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

  • Waiver and Amendments Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

  • Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

  • Construction of this Amendment; Participation Agreement (a) This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities. (b) To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

  • Effect of this Amendment Except as modified pursuant hereto, no ------------------------ other changes or modifications to the Loan Agreement and the other Financing Agreements are intended or implied and in all other respects the Loan Agreement and the other Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment, the Loan Agreement and the other Financing Agreements, the terms of this Amendment shall control. The Loan Agreement and this Amendment shall be read and construed as one agreement.

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