Common use of Conditions to the Amendment Effective Date Clause in Contracts

Conditions to the Amendment Effective Date. The “Amendment Effective Date” shall be the date on which the following conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) the Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) Immediately before and immediately after the Amendment Effective Date, (i) no Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Credit Party set forth in the Financing Documents and (y) in Section 4 of this Amendment shall be true and correct in all material respects as of the Amendment Effective Date (it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)). (c) The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b) of this Amendment have been satisfied. (d) The Administrative Agent and the Lead Arranger shall have received on or prior to the Amendment Effective Date, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp, as counsel to the Administrative Agent and the Lead Arranger, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Consenting Lenders and the other Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions to the Amendment Effective Date. The “Amendment Effective Date” shall be the date on which the following conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) the Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) Immediately before and immediately after the Amendment Effective Date, (i) no Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Credit Party set forth in the Financing Documents and (y) in Section 4 6 of this Amendment shall be true and correct in all material respects as of the Amendment Effective Date (it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)). (c) The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b4(b) of this Amendment have been satisfied. (d) The Administrative Agent and the Lead Arranger Arrangers shall have received on or prior to the Amendment Effective Date, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llpLLP, as counsel to the Administrative Agent and the Lead ArrangerArrangers, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Consenting Lenders and the other Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions to the Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment No. 3 Effective Date” shall be the date on which ”) when each of the following conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from counterparts of this Amendment that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (ii) the Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (xiv) counterparts the Swingline Lender, (v) the L/C Issuer and (vi) each of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment2024 Additional Refinancing Lenders. (b) Immediately before and immediately after the Amendment Effective Date, The Agent shall have received (i) no Event of Default shall have occurred customary officer’s certificates and be continuing and board resolutions, (ii) a customary opinion of Sidley Austin LLP as counsel to the Loan Parties, in each case, consistent with those delivered on the Closing Date (other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion), (iii) a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the 2024 Refinancing Term Indebtedness) substantially in the form attached as Exhibit C-3 to the Credit Agreement, (iv) written notice of prepayment in accordance with the requirements of the Existing Credit Agreement, including delivery of such notice received by Agent within the time period referenced in Section 2.05(a)(i) thereof (or such shorter period as reasonably agreed by the Agent), (v) written notice of the termination of the Existing Revolving Credit Commitments in accordance with the requirements of the Existing Credit Agreement and (vi) a Request for Credit Extension in accordance with the requirements of the Credit Agreement, including the delivery of a written Committed Loan Notice received by Agent within the time period referenced in Section 2.02(a) thereof (or such shorter period as reasonably agreed by the Agent). (c) The representations and warranties (x) of each Credit Loan Party set forth in Article V of the Financing Documents Credit Agreement and (y) in Section 4 of this Amendment each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment No. 3 Effective Date (it being understood thatwith the same effect as though made on and as of such date, except to the extent that any such representation representations and warranty specifically refers warranties expressly relate to an earlier date, it in which case they shall be true and correct in all material respects as of such earlier date and (except that any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or “Material Adverse Effect” or words of similar language import shall be true and correct as of such earlier date in all respects (after giving effect to any such qualification thereinas so qualified)). (c) The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b) of this Amendment have been satisfied. (d) The Administrative Agent and the Lead Arranger shall have received on or Immediately prior to and after giving effect to the Amendment Effective Dateincurrence of the 2024 Refinancing Indebtedness, in immediately available funds, payment or reimbursement no Event of Default shall exist and be continuing. (or the e) [Reserved] (f) The Borrower shall have made arrangements reasonably satisfactory paid (or substantially concurrently with the incurrence of the 2024 Refinancing Term Indebtedness shall pay) to the Administrative Agent for such payment or reimbursement) of all costs, fees, reasonable and documented out-of-pocket expenses, compensation costs and other amounts then due and payable expenses of Agent required in connection with this AmendmentAmendment and each other document contemplated hereby pursuant to Section 12.04 of the Credit Agreement, including all the reasonable invoiced fees and expenses documented fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx llpLLP, as counsel to the Administrative Agent and the Lead ArrangerArrangers, plus one local counsel in each appropriate jurisdiction, in each case to the extent invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date. Date (which amounts may, at the Borrower’s option, be offset against the proceeds of the 2024 Refinancing Term Loans). (g) The Administrative Agent shall notify have received at least 3 Business Days prior to the BorrowerAmendment No. 3 Effective Date (i) all documentation and other information required by regulatory authorities with respect to Holdings and the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Consenting Lenders and the other Lenders USA PATRIOT Act, that has been reasonably requested by any 2024 Refinancing Term Lender at least 10 Business Days in advance of the Amendment No. 3 Effective Date including, in particular, a duly executed IRS Form W 9 and (ii) with respect to Holdings or any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent reasonably requested by the Lenders at least 10 Business Days in advance of the Amendment No. 3 Effective Date, a beneficial ownership certificate in relation to Holdings or such notice Loan Party (as applicable), which certification shall be conclusive in form and bindingsubstance required by the Beneficial Ownership Regulation.

Conditions to the Amendment Effective Date. The amendment and restatement effected by this Agreement shall become effective on the date (the “Amendment Effective Date” shall be the date ”) on which all of the following conditions shall have been satisfied:are satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees, reasonable documented, out-of-pocket expenses and other amounts due and payable by the Borrower on or prior to the Amendment Effective Date, including without limitation reimbursement or payment of all reasonable documented, out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including reasonable documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under the Fee Letter. (b) The Administrative Agent (or its counsel) shall have received from the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) the Borrower, (ii) the Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (x) counterparts a counterpart of this Amendment Agreement signed by or on behalf of such parties each party hereto or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions telecopy transmission of a signed signature pagespage of this Agreement) that such parties have party has signed counterparts a counterpart of this Amendment.Agreement; (bii) Immediately before the Subsidiary Guaranty Agreement duly executed by each Domestic Subsidiary (other than First Rx or any of its wholly-owned Subsidiaries and immediately after Catalyst Plan Services) as of the Amendment Effective Date; (iii) the Pledge Agreement duly executed by each Loan Party together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Pledge Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (iB) original certificates (to the extent certificated) evidencing all issued and outstanding shares of Equity Interests of all Domestic Subsidiaries owned directly by any Loan Party (other than the Equity Interests of First Rx, any Equity Interests owned by First Rx, any Equity Interests owned by any Subsidiary of First Rx, or the Equity Interests of Catalyst Plan Services) and 65% of the voting Equity Interest and 100% of the non-voting Equity Interests of all Foreign Subsidiaries owned directly by any Loan Party and (C) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (iv) a certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents and any Notice of Borrowing to which it is a party; (v) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a written opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and such local counsel as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Amendment Effective Date and signed by a Responsible Officer, certifying that, after giving effect to this Agreement, (x) no Default or Event of Default shall have occurred and be continuing and exists, (iiy) the all representations and warranties (x) of each Credit Loan Party set forth in the Financing Loan Documents and (y) in Section 4 any Notice of this Amendment shall be Borrowing are true and correct and (z) since December 31, 2010, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (viii) certified copies of any consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in all material respects as connection with the execution, delivery, performance, validity and enforceability of the Amendment Effective Date (it being understood thatLoan Documents or any of the transactions contemplated thereby, to the extent that any and such representation consents, approvals, authorizations, registrations, filings and warranty specifically refers to an earlier date, it orders shall be true in full force and correct in effect and all material respects as of such earlier date applicable waiting periods shall have expired or been terminated, and no investigation or inquiry by any such representation and warranty that is qualified as to “materiality,” “material adverse effect” governmental authority regarding the Commitments or similar language any transaction being financed with the proceeds thereof shall be true ongoing; and (ix) copies of financial projections (including balance sheet, cash flow and correct in all respects income statements) of the Borrower and its Subsidiaries on a quarterly basis for fiscal year 2011 and annually thereafter through 2015 and such other reasonable financial information as the Administrative Agent or Joint Lead Arrangers may request. (after giving effect x) evidence that the Borrower has made any payments required to any such qualification therein)be made by it under Section 2.2(b). (c) The Administrative Agent Each Lender shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b) of this Amendment have been satisfied. (d) The Administrative Agent and the Lead Arranger shall have received on or received, at least five Business Days prior to the Amendment Effective Date, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation documentation and other amounts then due information required by regulatory authorities under applicable “know your customer” and payable in connection with this Amendmentanti-money laundering rules and regulations, including all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp, as counsel to the Administrative Agent and the Lead ArrangerPatriot Act, to the extent invoiced that such Lender shall have requested the same at least two (2) ten Business Days prior to the Amendment Effective Date. The Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall notify have received notice from such Lender prior to the Borrower, the Consenting Lenders and the other Lenders of the proposed Amendment Effective Date and such notice shall be conclusive and bindingspecifying its objection thereto.

Conditions to the Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment No. 3 Effective Date” shall be the date on which ”) when each of the following conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) and the 2021 Revolving Lenders shall have received an executed counterpart hereof from the Borrowers, each other Loan Party, each 2021 Revolving Lender and the Administrative Agent. (b) The Administrative Agent and the 2021 Revolving Lenders shall have received: (i) a copy of the Borrowercertificate or articles of incorporation or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the secretary of state of the state of its organization (or a certification from a Responsible Officer of each applicable Loan Party that such documents have not changed since previously delivered to the Administrative Agent), (ii) a certificate as to the Consenting Lenders who comprise at least the Required Lenders and good standing (where relevant) of each Loan Party as of a recent date, from such secretary of state or similar Governmental Authority; (iii) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 3 Effective Date and certifying (1) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 3 Effective Date (or a certification from a Responsible Officer of each applicable Loan Party that such documents have not changed since previously delivered to the Administrative Agent), either (x2) counterparts that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment signed Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (3) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such parties or Loan Party; and (yiv) a Solvency Certificate, certifying that Holdings and its subsidiaries, on a consolidated basis, after giving effect to this Amendment, are Solvent. (c) The Administrative Agent and the 2021 Revolving Lenders shall have received a favorable written evidence opinion of (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Xxxxxxx Xxxxx & Xxxxxxx, Utah local counsel to the Loan Parties, in each case, dated the Amendment No. 3 Effective Date and in form and substance reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendmentand the 2021 Revolving Lenders. (bd) Immediately before and immediately after the Amendment Effective Date, (i) no Event Each of Default shall have occurred and be continuing and (ii) the representations and warranties made by any Loan Party in or pursuant to the Loan Documents (x) of each Credit Party set forth in the Financing Documents and (y) in Section 4 of which, for purposes hereof, shall be deemed to include a representation that this Amendment does not conflict with the Existing Credit Agreement) shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 3 Effective Date (it being understood thatDate, except to the extent that any such representation representations and warranty warranties specifically refers refer to an earlier date, it in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein))date. (ce) The Administrative Agent No Default or Event of Default shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b) of this Amendment have been satisfied. (d) The Administrative Agent and the Lead Arranger shall have received exist on or prior to the Amendment Effective Date, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp, as counsel to the Administrative Agent and the Lead Arranger, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective DateNo. The Administrative Agent shall notify the Borrower, the Consenting Lenders and the other Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.3

Conditions to the Amendment Effective Date. The amendments in Section 3 shall become effective as of the first date (the “Amendment Effective Date” shall be the date on which ”) when each of the following conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) the Consent Effective Date shall have received from (i) the Borrower, (ii) the Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.occurred; (b) Immediately before and immediately after the Amendment Effective Date, (i) no No Default or Event of Default shall have occurred and be continuing and or shall occur after giving effect hereto; (iic) the representations and warranties (x) of each Credit Party set forth in the Financing Documents and (y) in Section 4 of this Amendment above shall be true and correct in all material respects on and as of the Amendment Effective Date (it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect hereto (and each reference therein to any such qualification therein“Consent Effective Date” shall be deemed to be a reference to “Amendment Effective Date”)).; (cd) The the Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b) of this Amendment have been satisfied. (d) The Administrative Agent and the Lead Arranger shall have received on or prior to the Amendment Effective Datecertificate, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including all reasonable invoiced fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp, as counsel to the Administrative Agent and the Lead Arranger, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Consenting Lenders and the other Lenders of dated the Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming the accuracy in all material respects of the representations and warranties set forth in Section 4 above and confirming the satisfaction of the conditions in clause (b) above and clause (h) below; (e) contemporaneously with the effectiveness of the amendments in Section 3, the Borrower shall pay a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to the sum of (i) 0.10% of the aggregate outstanding principal amount of the Loans of the Applicable Lenders plus (ii) 0.10% of the aggregate amount of the unused Revolving Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart of this Agreement to the Administrative Agent prior to 12:00 noon, New York City time, on December 9, 2013 or such notice later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent. The Consent Fee shall be conclusive and binding.calculated after giving effect to the Prepayment;