Common use of Effectiveness; Counterparts Clause in Contracts

Effectiveness; Counterparts. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrower and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This Agreement may be executed in any number of counterparts, each of which may be executed by physical signature in wet ink or electronically (in whole or in part) and when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. A party who has executed a counterpart of this Agreement may exchange it with another party (the “Recipient”) by: (a) emailing a copy of the executed counterpart to the Recipient; or utilizing an electronic platform (including DocuSign) to circulate the executed counterpart, and will be taken to have adequately identified themselves by so emailing the copy to the Recipient or utilizing the electronic platform. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) and including utilizing an electronic platform (including DocuSign) to circulate the executed counterpart shall be effective as delivery of a manually executed counterpart of this Agreement. Each party consents to the signatories and parties executing this document by electronic means. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each counterpart constitutes an original (whether kept in electronic or paper form), all of which together constitute one instrument as if the signatures (or other execution markings) on the counterparts or copies were on a single physical copy of this document in paper form. Without limiting the foregoing, if any of the signatures or other markings on behalf of one party are on different counterparts or copies of this document, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this document.

Effectiveness; Counterparts. (a) This Agreement Amendment shall become effective upon be binding on the execution of a counterpart hereof by each Parties as of the parties hereto and receipt date on which it has been fully executed by the Borrower and the Administrative Agent of written notification of such execution and authorization of delivery thereofParties. This Agreement Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which may be executed by physical signature in wet ink or electronically (in whole or in part) and when so executed and delivered shall be deemed to be an original, but original and all such counterparts of which taken together shall constitute but one and the same instrument. A party who has executed agreement. (b) It is a counterpart condition to Aron’s execution of this Agreement may exchange it Amendment that, concurrently with another party (the “Recipient”) bysuch execution: (ai) emailing the Company shall have delivered to Xxxx: (i) a copy certificate, in form and substance reasonably satisfactory to Xxxx, signed by an appropriate officer of each of the executed counterpart Company and the Guarantor certifying as to its organizational documents, incumbency, due authorization and/or board or other limited liability company approvals and resolutions authorizing and approving the amendments contemplated hereby; (ii) a certificate, in form and substance reasonably satisfactory to Xxxx, signed by an Authorized Officer of each of the Company and the Guarantor certifying that, as of the date hereof, (i) no Event of Default or Default with respect to the Recipient; or utilizing an electronic platform Company and the Guarantor has occurred and is continuing and (including DocuSignii) to circulate the executed counterpart, representations and will be taken to have adequately identified themselves warranties of the Company and the Guarantor set forth in this Amendment and each other Transaction Document are true and correct in all material respects (except for any representation and warranty that is qualified by so emailing the copy to the Recipient or utilizing the electronic platform. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) materiality which such representation and including utilizing an electronic platform (including DocuSign) to circulate the executed counterpart warranty shall be effective as delivery of a manually executed counterpart of this Agreement. Each party consents to the signatories true and parties executing this document by electronic means. The words “execution,” “signed,” “signature,” “delivery,” and words of like import correct in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, all respects); (iii) to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Actrequired pursuant to 2.1(e) of this Amendment, the New York State Electronic Signatures and Records Act, or any other similar state laws based on Company shall have paid to Xxxx the Uniform Electronic Transactions Act. Each counterpart constitutes an original (whether kept in electronic or paper form), all of which together constitute one instrument as if the signatures (or other execution markings) on the counterparts or copies were on a single physical copy of this document in paper form. Without limiting the foregoing, if any increased portion of the signatures or other markings on behalf of one party are on different counterparts or copies of this document, this Initial Margin Amount; (iv) a duly executed amendment to the Fee Letter; and (ii) the Company shall be taken have agreed to be, a Transition Termination Plan that is in form and have the same effect as, signatures on the same counterpart and on a single copy of this documentsubstance acceptable to Xxxx.

Effectiveness; Counterparts. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrower and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This Agreement may be executed in any number of counterparts, each of which may be executed by physical signature in wet ink or electronically (in whole or in part) and when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. A party who has executed a counterpart of this Agreement may exchange it with another party (the “"Recipient”") by: (a) emailing a copy of the executed counterpart to the Recipient; or utilizing an electronic platform (including DocuSign) to circulate the executed counterpart, and will be taken to have adequately identified themselves by so emailing the copy to the Recipient or utilizing the electronic platform. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) and including utilizing an electronic platform (including DocuSign) to circulate the executed counterpart shall be effective as delivery of a manually executed counterpart of this Agreement. Each party consents to the signatories and parties executing this document by electronic means. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each counterpart constitutes an original (whether kept in electronic or paper form), all of which together constitute one instrument as if the signatures (or other execution markings) on the counterparts or copies were on a single physical copy of this document in paper form. Without limiting the foregoing, if any of the signatures or other markings on behalf of one party are on different counterparts or copies of this document, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this document.

Effectiveness; Counterparts. (a) This Agreement Omnibus Amendment shall become effective upon be binding on the execution of a counterpart hereof by each Parties as of the parties hereto and receipt date on which it has been fully executed by the Borrower and the Administrative Agent of written notification of such execution and authorization of delivery thereofParties. This Agreement Omnibus Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which may be executed by physical signature in wet ink or electronically (in whole or in part) and when so executed and delivered shall be deemed to be an original, but original and all such counterparts of which taken together shall constitute but one and the same instrument. A party who has executed agreement. (b) This Omnibus Amendment shall become effective upon the prior or simultaneous satisfaction of each of the following conditions in a counterpart of this Agreement may exchange it with another party (the “Recipient”) bymanner reasonably satisfactory to Xxxx: (ai) emailing the Company shall have delivered to Xxxx; (i) a copy certificate, in form and substance reasonably satisfactory to Xxxx, signed by an appropriate officer of the executed counterpart Company certifying as to its organizational documents, incumbency, due authorization and/or board or other limited liability company approvals and resolutions authorizing and approving the amendments contemplated hereby; (ii) a certificate, in form and substance reasonably satisfactory to Xxxx, signed by an Authorized Officer of the Company certifying that, as of the date hereof, (i) no Event of Default or Default with respect to the RecipientCompany has occurred and is continuing and (ii) the representations and warranties of the Company set forth in this Omnibus Amendment and each other Transaction Document are true and correct in all material respects (except for any representation and warranty that is qualified by materiality which such representation and warranty shall be true and correct in all respects); (ii) the 2020 Notes shall have been issued pursuant to the 2020 Indenture; or utilizing an electronic platform and (iii) Xxxx shall have received all reasonable and documented out-of-pocket expenses incurred by Xxxx and its Affiliates (including DocuSignthe reasonable fees, charges and disbursements of counsel of Xxxx) to circulate that are due and payable in connection with the executed counterpartpreparation, negotiation, execution and delivery of this Omnibus Amendment, the other agreements amended in connection herewith, and will be taken to have adequately identified themselves by so emailing the copy to the Recipient transactions contemplated hereby or utilizing the electronic platform. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) and including utilizing an electronic platform (including DocuSign) to circulate the executed counterpart shall be effective as delivery of a manually executed counterpart of this Agreement. Each party consents to the signatories and parties executing this document by electronic means. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each counterpart constitutes an original (whether kept in electronic or paper form), all of which together constitute one instrument as if the signatures (or other execution markings) on the counterparts or copies were on a single physical copy of this document in paper form. Without limiting the foregoing, if any of the signatures or other markings on behalf of one party are on different counterparts or copies of this document, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this documentthereby.

Effectiveness; Counterparts. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrower Company and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This Agreement may be executed in any number of separate counterparts, each of which may be executed by physical signature in wet ink or electronically (in whole or in part) and which, when so executed and delivered executed, shall be deemed an original, but and all such of said counterparts taken together shall be deemed to constitute but one and the same instrument. A party who has executed a counterpart of this Agreement may exchange it with another party (the “Recipient”) by: (a) emailing a copy of the executed counterpart to the Recipient; or utilizing an electronic platform (including DocuSign) to circulate the executed counterpart, and will be taken to have adequately identified themselves by so emailing the copy to the Recipient or utilizing the electronic platform. Delivery of an executed counterpart of a signature page of (x) this Agreement by facsimile Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or in electronic format authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (i.e.each, an “pdf” or “tifAncillary Document”) and including utilizing that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic platform (including DocuSign) to circulate the means that reproduces an image of an actual executed counterpart signature page shall be effective as delivery of a manually executed counterpart of this Agreement. Each party consents to the signatories and parties executing this document by electronic means, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic signatures form (including deliveries by telecopy, emailed pdf. or any other electronic recordsmeans that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent and as provided for in the Agent has agreed to accept any applicable law, including the Federal Electronic Signatures in Global and National Commerce ActSignature, the New York State Agent and each of the Lenders shall be entitled to rely on such Electronic Signatures Signature purportedly given by or on behalf of the Company without further verification thereof and Records Act, without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Agent or any other similar state laws based on the Uniform Lender, any Electronic Transactions Act. Each counterpart constitutes an original (whether kept in electronic or paper form), all of which together constitute one instrument as if the signatures (or other execution markings) on the counterparts or copies were on Signature shall be promptly followed by a single physical copy of this document in paper formmanually executed counterpart. Without limiting the generality of the foregoing, if the Company hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agent, the Lenders and the Company, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Agent and each of the signatures Lenders may, at its option, create one or other markings on behalf of one party are on different counterparts or more copies of this documentAgreement, this any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be taken to bedeemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same effect aslegal effect, signatures validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the same counterpart and on a single copy lack of paper original copies of this documentAgreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Agent-Related Person for any liabilities arising solely from the Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the Company to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Effectiveness; Counterparts. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrower Company and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This Agreement may be executed in any number of separate counterparts, each of which may be executed by physical signature in wet ink or electronically (in whole or in part) and which, when so executed and delivered executed, shall be deemed an original, but and all such of said counterparts taken together shall be deemed to constitute but one and the same instrument. A party who has executed a counterpart of this Agreement may exchange it with another party (the “Recipient”) by: (a) emailing a copy of the executed counterpart to the Recipient; or utilizing an electronic platform (including DocuSign) to circulate the executed counterpart, and will be taken to have adequately identified themselves by so emailing the copy to the Recipient or utilizing the electronic platform. Delivery of an executed counterpart of a signature page of (x) this Agreement by facsimile Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or in electronic format authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (i.e.each, an “pdf” or “tifAncillary Document”) and including utilizing that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic platform (including DocuSign) to circulate the means that reproduces an image of an actual executed counterpart signature page shall be effective as delivery of a manually executed counterpart of this Agreement. Each party consents to the signatories and parties executing this document by electronic means, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic signatures form (including deliveries by telecopy, emailed pdf. or any other electronic recordsmeans that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, to the extent and as provided for in the Agent has agreed to accept any applicable law, including the Federal Electronic Signatures in Global and National Commerce ActSignature, the New York State Agent and each of the Lenders shall be entitled to rely on such Electronic Signatures Signature purportedly given by or on behalf of the Company without further verification thereof and Records Act, without any obligation to review the appearance or form of any such Electronic signature and upon the request of the Agent or any other similar state laws based on the Uniform Lender, any Electronic Transactions Act. Each counterpart constitutes an original (whether kept in electronic or paper form), all of which together constitute one instrument as if the signatures (or other execution markings) on the counterparts or copies were on Signature shall be promptly followed by a single physical copy of this document in paper formmanually executed counterpart. Without limiting the generality of the foregoing, if the Company hereby agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agent, the Lenders and the Company, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/ or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, the Agent and each of the signatures Lenders may, at its option, create one or other markings on behalf of one party are on different counterparts or more copies of this documentAgreement, this any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be taken to bedeemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same effect aslegal effect, signatures validity and enforceability as a paper record), waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the same counterpart and on a single copy lack of paper original copies of this documentAgreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and waives any claim against any Agent-Related Person for any liabilities arising solely from the Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Company to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Effectiveness; Counterparts. A. This Agreement Amendment shall become effective upon on and as of the execution of a counterpart hereof by date on which each of the parties hereto and receipt by following conditions precedent is satisfied (such date, the Borrower and the Administrative Agent of written notification of such execution and authorization of delivery thereof“Amendment No. This Agreement may be executed in any number of counterparts, each of which may be executed by physical signature in wet ink or electronically 2 Effective Date”): (in whole or in parti) and when so executed and delivered Amendment Arranger shall be deemed an original, but all such have received counterparts together shall constitute but one and the same instrument. A party who has executed a counterpart of this Agreement may exchange it with another party Amendment that, when taken together, bear the signatures of (a) Company, (b) Requisite Lenders, (c) Administrative Agent, (d) Amendment Arranger and (e) each Accepting Lender. (ii) Amendment Arranger shall have received an Officer’s Certificate of Company, dated the “Recipient”) byAmendment No. 2 Effective Date certifying that: (a) emailing a copy the representations and warranties set forth in Section 4 hereof are accurate; and (b) no Potential Event of the executed counterpart Default or Event of Default has occurred and is continuing or would occur after giving effect to the Recipient; transactions contemplated by this Amendment. (iii) Company and each other Loan Party shall have delivered to Amendment Arranger the following with respect to Company or utilizing an electronic platform (including DocuSign) to circulate the executed counterpart, and will be taken to have adequately identified themselves by so emailing the copy to the Recipient or utilizing the electronic platform. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) and including utilizing an electronic platform (including DocuSign) to circulate the executed counterpart shall be effective as delivery of a manually executed counterpart of this Agreement. Each party consents to the signatories and parties executing this document by electronic means. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping systemsuch Loan Party, as the case may be, each, unless otherwise noted, dated the Amendment No. 2 Effective Date: (a) either (x) copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, each dated a recent date prior to the Amendment No. 2 Effective Date or (y) a certification by the secretary or similar officer of the applicable Loan Party that the Organizational Documents of such Person, copies of which were delivered to Administrative Agent on the Effective Date (or in the case of any such Loan Party formed or acquired after the Effective Date and on or prior to the date hereof, on the date that such Person became a Loan Party), have not been amended or otherwise modified since such date of delivery; (b) a good standing certificate from the Secretary of State of its jurisdiction of organization and, to the extent and generally available, a certificate or other evidence of good standing as provided for in to payment of any applicable lawfranchise or similar Taxes from the appropriate taxing authority of each of such jurisdictions, including each dated a recent date prior to the Federal Electronic Signatures in Global Amendment No. 2 Effective Date; (c) resolutions of the Governing Body of such Person approving and National Commerce Actauthorizing the execution, the New York State Electronic Signatures delivery and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each counterpart constitutes an original (whether kept in electronic or paper form), all of which together constitute one instrument as if the signatures (or other execution markings) on the counterparts or copies were on a single physical copy performance of this document in paper form. Without limiting the foregoingAmendment, if any certified as of the signatures Amendment No. 2 Effective Date by the secretary or other markings similar officer of such Person as being in full force and effect without modification or amendment; and (d) signature and incumbency certificates of the officers of such Person executing this Amendment. (iv) Amendment Arranger shall have received, on behalf of itself, Administrative Agent, Collateral Agent and Lenders, one party are on different counterparts or copies more favorable written opinions of this document(a) Xxxxxx & Xxxxxxx LLP, this shall be taken to becounsel for Loan Parties, and (b) as may be reasonably requested by Amendment Arranger, other local counsel or in-house counsel, in each case, in form and substance reasonably satisfactory to Amendment Arranger and its counsel. (v) Administrative Agent shall have received payment from Company, in immediately available funds, for the same effect asaccount of each Lender that delivers an executed counterpart signature page to this Amendment at or prior to 5:00 p.m., signatures New York City time, on June 20, 2014, an amendment fee equal to 0.25% of each such Lender’s Term Loans outstanding as of the same counterpart and on a single copy of this document.Amendment No. 2