Effectiveness Sample Clauses
The Effectiveness clause defines when an agreement or specific provisions within it become legally binding and enforceable. Typically, this clause specifies a particular date or event—such as the signing of the contract or the fulfillment of certain conditions—upon which the contract takes effect. By clearly establishing the commencement of contractual obligations, the Effectiveness clause ensures that all parties understand when their rights and duties begin, thereby preventing disputes over timing and enforceability.
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Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—
(i) if in writing and delivered in person or by courier, on the date it is delivered;
(ii) if sent by telex, on the date the recipient’s answerback is received;
(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);
(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
(v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.
Effectiveness. This Agreement shall be binding and deemed effective when executed by Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.
Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment No. 1 Effective Date”), subject to the satisfaction (or waiver by each 2021 Incremental Term Loan Lender) of the following conditions:
(a) Each of Holdings, the Borrower and the other Credit Parties shall have executed and delivered to the Administrative Agent a counterpart of this Amendment.
(b) The Administrative Agent shall have received a certificate from each Credit Party, dated as of the Amendment No. 1 Effective Date, signed by the Secretary or Assistant Secretary of such Credit Party, and attested to by a Responsible Officer of such Credit Party substantially in the form of Exhibit E to the Credit Agreement (together with (A) applicable attachments (including the resolutions of the governing body of such Credit Party referred to in such certificate) or (B) certifications that there have been no changes to the applicable attachments (other than the resolutions) to the certificates delivered on the Closing Date), and in each case, shall be in customary form.
(c) The Administrative Agent shall have received good standing certificates (or equivalent evidence) and bring-down letters or facsimilies, if any, for the Credit Parties from their respective jurisdictions of organization.
(d) The Administrative Agent shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, a customary opinion addressed to the Administrative Agent and the 2021 Incremental Term Loan Lenders.
(e) The Time Machine Acquisition shall be consummated substantially concurrently with the initial funding of the Incremental Term Loans hereunder in accordance in all material respects with the Time Machine Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the 2021 Incremental Term Loan Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the 2021 Incremental Term Loan Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (i) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the 2021 Incremental Term Loan Lenders if such reduction is applied first to reduce the Time Machine Equity Financing by an amount such that the Time Machine Equity Contribution shall be no less than the Minimum Equity Amount (a...
Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.
Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.
Effectiveness. This Agreement shall become effective on the Effective Date.
Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with this Amendment.
Effectiveness. (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (A)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) ninety (90) days after the Registration Statement is first filed with the SEC or (y) a Registration Statement covering Additional Shares is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration Statement or (ii) the one hundred twentieth (120th) day after the Additional Shares Filing Deadline, or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed Delay (as defined below) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 2.0% of the aggregate Purchase Price paid by the Investor pursuant to the applicable Purchase Agreement for the Registrable Securities for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”). Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of t...
Effectiveness. Section 5.01. A date 90 days after the date of this Loan Agreement is specified for the effectiveness of this Loan Agreement for the purposes of Section 10.04 of the Loan Regulations.