EFFECT AND EFFECTIVENESS Sample Clauses

EFFECT AND EFFECTIVENESS. 3.1 This Amendment shall be effective upon the fulfillment by the Borrower in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, of all of the following conditions precedent set forth in this Article III:
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EFFECT AND EFFECTIVENESS. In the event there is any conflict between the Agreement and the Amendment No. 1, the terms of this Amendment No. 1 shall control. This Amendment No. 1 shall not be effective until it is approved by the Board of Trustees of the Trust.
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EFFECT AND EFFECTIVENESS. This Agreement shall become effective as of the date first above written. Nothing in this Agreement is intended to amend any substantive provision of any Intercompany Agreement, and it is the express intention of the Parties that this Agreement be interpreted solely as the Parties’ mutual desire and understanding with respect to the procedural accounting and billing aspects applicable to each of the Intercompany Agreements. To the extent that the provisions of this Agreement would interfere or conflict with the substantive provisions of any particular Intercompany Agreement, the provisions of the particular Intercompany Agreement shall prevail. Furthermore, to the extent that the nature of the provisions of any particular Intercompany Agreement require that this Agreement’s provisions not be respected or applicable thereto, then this Agreement shall not apply to that particular Intercompany Agreement, but shall continue to apply to all other Intercompany Agreement, except to the extent otherwise agreed by the Parties.
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EFFECT AND EFFECTIVENESS. This Amendment shall be effective upon the fulfillment by the Borrowers in a manner reasonably satisfactory to the Bank, of all of the following conditions precedent set forth in this Section 4:
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EFFECT AND EFFECTIVENESS. (a) This Third Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Third Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Third Supplemental Indenture. Each of the Guaranteeing Subsidiaries constitutes a “Security Guarantor” under the Indenture. (b) This Third Supplemental Indenture shall become effective upon the execution and delivery hereof by the Company, the Guaranteeing Subsidiaries and the Trustee; provided, however, that the release of the Released Subsidiaries provided for in Section 2 hereof shall not become operative until the Company consummates the sale of the Released Subsidiaries under the Membership Interest Purchase Agreement.
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EFFECT AND EFFECTIVENESS. (a) This Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Supplemental Indenture. (b) This Supplemental Indenture shall become effective and operative as of the date hereof upon the execution and delivery hereof by the Company, the Guarantors and the Trustee. The amendments provided for in Section 2 of this Supplemental Indenture shall not become operative unless and until at least 66 2/3% of the aggregate principal amount of outstanding Notes has been purchased by the Company pursuant to the terms set forth in the Offer to Purchase, and such amendments shall automatically become operative at such time.
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EFFECT AND EFFECTIVENESS. (a) This Third Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Third Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Third Supplemental Indenture. (b) This Third Supplemental Indenture shall become effective upon the execution and delivery hereof by the Company, the Guaranteeing Subsidiaries and the Trustee; provided, however, that (i) the release of the Released Subsidiaries provided for in Section 2 hereof shall not become operative until the Company consummates the sale of the Released Subsidiaries under the Membership Interest Purchase Agreement dated as of August 30, 2018, by and between the Company and Flywheel Energy Operating, LLC, and (ii) the amendments provided for in Section 3 hereof shall not become operative until (the “Tender Offer Completion Event”) (A) the Company consummates the offer to purchase the Notes in accordance with its terms and in a manner resulting in the purchase of all Notes validly tendered before 5:00 p.m., New York City time, on September 17, 2018, and (B) each holder of Notes that has tendered its Notes pursuant to such offer to purchase shall have received payment for any and all Notes accepted for purchase pursuant to such offer to purchase. (c) Pursuant to Section 9.2(c) of the Base Indenture, the Company shall furnish the Trustee for distribution to the Holders of Notes with a written notice that sets forth the date when the amendments provided for in Section 3 hereof shall have become operative, along with a brief description of such amendments. Unless and until the Trustee receives such written notice, the Trustee can presume that the amendments have not become operative.
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Related to EFFECT AND EFFECTIVENESS

  • Term and Effectiveness This Agreement shall become effective as of the first date written above. Once effective, this Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods; provided that such continuance is specifically approved at least annually by: (i) the vote of the Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors, in accordance with the requirements of the 1940 Act.

  • Filing and Effectiveness The Company shall file a Registration Statement relating to any Demand Registration as promptly as practicable, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for the disposition of the Registrable Securities covered by such Registration Statement. If any Demand Registration is requested to be effected as a shelf registration pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, the Company shall keep the Registration Statement filed in respect thereof effective for a period of six (6) months from the date on which the SEC declares such Registration Statement effective or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation Notices.

  • Counterparts and Effectiveness This Agreement may be executed in several counterparts, which shall be treated as originals for all purposes, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart. Any such counterpart shall be admissible into evidence as an original hereof against each Person who executed it. The execution of this Agreement and delivery thereof by facsimile shall be sufficient for all purposes, and shall be binding upon any party who so executes.

  • Continued Effectiveness The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Shelf Period”). Subject to Section 3.2.4, the Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law.

  • Authorized and Effective Agreement (a) UCB has all requisite corporate power and authority to enter into and (subject to receipt of all necessary governmental approvals and the receipt of approval of the UCB shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Reorganization Agreement, the Articles of Merger, the UCB Option Agreement and the SNC Option Agreement. The execution and delivery of this Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof, except in the case of this Agreement and the Plan of Merger, the approval of UCB shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger constitute legal, valid and binding obligations of UCB, and each is enforceable against UCB in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership, or other similar laws from time to time in effect relating to or affecting the enforcement of rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement, the Articles of Merger, the UCB Option Agreement or the SNC Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by UCB with any of the provisions hereof or thereof, shall (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws of UCB or any UCB Subsidiary, (ii) subject to receipt of any required consents or approvals, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of UCB or any UCB Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to UCB or any UCB Subsidiary.

  • Full Force and Effect; Limited Amendment Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Obligor which would require the consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents.

  • Confirmation and Effect The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First Amendment, and this First Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

  • Effective Date and Effective Time The closing of the --------------------------------- transactions contemplated hereby ("Closing") shall take place at the offices of Xxxxxxx, Xxxxxx & Xxxxxxxx, 0000 Xxxxxxxxx Xxx. X.X., Xxxxxxxxxx, X.X. 00000, unless another place is agreed to by RCFC and Bayonne, on a date ("Closing Date") that is no later than 14 days following the date on which the expiration of the last applicable waiting period in connection with notices to and approvals of governmental authorities shall occur and all conditions to the consummation of this Agreement are satisfied or waived, or on such other date as may be agreed to by the parties. Prior to the Closing Date, RCFC and Bayonne shall execute a Certificate of Merger in accordance with all appropriate legal requirements, which shall be filed as required by law on the Closing Date, and the Merger provided for therein shall become effective upon such filing or on such date as may be specified in such Certificate of Merger. The date of such filing or such later effective date as specified in the Certificate of Merger is herein referred to as the "Effective Date." The "Effective Time" of the Merger shall be as set forth in the Certificate of Merger.

  • Force and Effect The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

  • Term and Effective Date The Master Contract became effective March 22, 2023, and its term currently ends on August 31, 2027. The Master Contract has five years of renewals available. The Contract will become effective on April 1, 2023, or on the date signed by all Parties, whichever is later. The Contract will expire on August 31, 2027, unless terminated earlier or renewed in accordance with Exhibit B, Special Contract Conditions.

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