Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Initial Merger and substantially contemporaneous occurrence of the Initial Closing and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.
Effectiveness of the Amendment. The Amendment shall become effective upon receipt by the Buyer of evidence satisfactory to the Buyer that this Amendment has been executed and delivered by the Seller.
Effectiveness of the Amendment. This Amendment shall become effective upon receipt by the Administrative Agent of (x) counterparts hereof duly executed by: (i) the Borrower, (ii) each of the Guarantors, (iii) the Administrative Agent, and (iv) each Lender, and (y) confirmation of the due authorization of this Amendment by the Borrower and each Guarantor in form and substance satisfactory to the Administrative Agent and the Lenders.
Effectiveness of the Amendment. This Amendment shall become effective upon execution and delivery hereof by the parties and receipt by the Bank of such other amendments, forms, certificates, agreements, documents and instruments as the Bank may reasonably request.
Effectiveness of the Amendment. This Amendment shall become effective upon execution and delivery hereof by the parties and receipt by the Bank of
(a) a certificate of each Loan Party, dated the date hereof and executed by an officer or manager of such Loan Party, which shall certify (i) the resolutions of its Board of Directors, members, managers or other body authorizing the execution, delivery and performance of this Amendment, and the transactions contemplated hereby and thereby, (ii) that the organizational documents of such Loan Party previously delivered to the Bank remain in full force and effect, unamended as of the date hereof, (iii) the name, title and true signatures of the officers, managers or members of such Loan Party, authorized by the resolutions to execute, deliver and perform its obligations under this Amendment, and the transactions contemplated hereby and (iv) a certificate of status for such Loan Party from its jurisdiction of organization; and
(b) such other amendments, forms, certificates, agreements, documents and instruments as the Bank may reasonably request.
Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the SPAC Merger and substantially contemporaneous occurrence of the SPAC Merger Effective Time and shall automatically be terminated and shall be null and void if the Merger Agreement shall be terminated for any reason.
Effectiveness of the Amendment. The Lease shall be amended as set forth in this Fourth Amendment on the date the last of the following conditions, which the Parties acknowledge and intend to operate as conditions precedent, are satisfied (the “Amendment Effective Date”):
(a) The IGC confirms in writing that Tenant is granted a license (by renewal or otherwise) issued pursuant to IC 4-33-6 to own and operate a riverboat from and after the date hereof; (b) Tenant has assumed the Lease pursuant to 11 U.S.C. §365; (c) the POA Agreement is terminated following the issuance of a written order of the IGC terminating the power and authority of the Attorney-in-Fact; (d) the Bankruptcy Court approves the Fourth Amendment, by order or as part of a confirmed chapter 11 plan (or such approval becomes moot as the result of the occurrence set forth in the following clause); and (e) the chapter 11 plan of Tenant and Guarantor becomes effective (the “Plan Effective Date”) with: (i) Columbia Sussex Corporation and; (ii) Xxxxxxx X. Xxxx III having no control, ownership or decision-making authority in Tenant (or its successor), Guarantor (or its successor) or any of their affiliates after the Plan Effective Date. Tenant and Guarantor shall each provide information regarding its ownership and control to City upon its reasonable request.
Effectiveness of the Amendment. The amendment to the Warrants set forth in this Article IV shall be effective on and after the Second Amendment Closing Date.
Effectiveness of the Amendment. The Amendment shall become effective as of the first date written above (the “Effective Date”) upon:
(a) execution and delivery of a counterpart of this Amendment Agreement by the Company and by holders of 66 2/3% of aggregate outstanding principal amount of Notes;
(b) delivery by the Company to the Current Noteholders’ counsel of a fully executed copy of Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of February 8, 2006, by and among Bank of America, N.A., as administrative agent, the lenders party thereto, the Company and Xxxxxx Group Switzerland GmbH, Nevis Branch, in form and substance satisfactory to the Current Noteholders;
(c) delivery by the Company to the Current Noteholders’ counsel of a fully executed copy of Amendment No. 4 to Note Agreement dated the date hereof to those separate Note Agreements, each dated as of November 12, 1999, (as amended by Amendment No. 1 to Note Agreement dated as of February 5, 2003, entered into by and among 3031786 Nova Scotia Company (“3031786”) and each of the Purchasers listed on Schedule A attached thereto and by the Assumption and Amendment Agreement dated as of August 26, 2005, by and among 3031786, the Company and each the Persons identified on Schedule A and Schedule B attached thereto, whereby the Company assumed the obligations of 3031786 under the said 1999 Note Agreement and the Nova Scotia Notes) and by Amendment No. 3 to Note Agreement dated as of January 11, 2006, entered into by and among the Company and each of the Persons identified on Annex 1 attached thereto (the “1999 Note Agreement”); and
(d) the Company shall have paid the fees and expenses of the Current Noteholders’ special counsel as provided in Section 6.
Effectiveness of the Amendment. The amendments to the Credit Agreement described in this First Amendment shall become effective as follows:
(a) All amendments to the Credit Agreement described herein (other than the amendments described in Section 2.1(a) hereof with respect to the definitions “Lender Consent Letter” and “New Lender Supplement” and in Section 2.1(b), 2.2 and 2.3 hereof) shall become effective on and as of the date (the “First Amendment Effective Date”) on which:
(i) the Administrative Agent shall have received (A) an executed counterpart of this Amendment, duly executed and delivered by a duly authorized officer of each of Holdings and the Borrower, (B) Lender Consent Letters (or facsimile transmissions thereof), substantially in the form of Exhibit C hereto (“Lender Consent Letters”), executed by the Required Lenders and (C) an Acknowledgement and Consent, substantially in the form of Exhibit D hereto, executed by each Loan Party other than the Borrower;
(ii) the Borrower shall have acquired Assisted Living pursuant to the Purchase Agreement, and no provision of the Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the Lenders without the consent of the Administrative Agent. All governmental and material third party approvals necessary in connection with such acquisition and the continuing operations of Holdings and its Subsidiaries (including any new Subsidiaries acquired by the Borrower pursuant to the Purchase Agreement) and in connection with the financing related thereto shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on such acquisition or the related financing;
(iii) the Borrower shall have paid to each Lender executing a Lender Consent Letter with respect to this First Amendment on or prior to 5:00 pm, New York City time, on November 2, 2004 an amendment fee equal to 0.125% of the aggregate of such Lender’s Revolving Credit Commitment (without giving effect to any increase in such Lender’s Revolving Credit Commitment effected pursuant to Section 2.2 hereof); and
(iv) the Borrower shall have paid all fees required to be paid, and all expenses for which invoices have been presented, relating to the preparation and delivery of this Amendment and the transactions contemplated hereby (including fee...
