Effectiveness of this Amendment No Sample Clauses
Effectiveness of this Amendment No. This Amendment No. 1 shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the "EFFECTIVE DATE"):
Effectiveness of this Amendment No. 1. This Amendment No. 1 shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the "EFFECTIVE DATE"):
(a) Execution and delivery to the Administrative Agent by each Lender (including the New Lenders), the Borrower, the Guarantors and the Agents of this Amendment No. 1.
(b) Execution and delivery to the Administrative Agent of a certificate of the Borrower confirming that there have been no changes to its charter documents since April 16, 1998.
(c) Delivery to the Administrative Agent of resolutions of the board of directors of the general partner of the Borrower authorizing this Amendment No. 1, including the increased loan amount requested.
(d) Execution and delivery to the Administrative Agent by the Borrower of Revolving Credit Notes in favor of Bank Leumi USA in the amount of $10,000,000 and Bank One, Arizona, NA in the amount of $20,000,000.
(e) Delivery to the Administrative Agent by Pryor, Cashman, Xxxxxxx & Xxxxx, as counsel to the Borrower, of an opinion addressed to the Lenders, the New Lenders and the Administrative Agent in form and substance reasonably satisfactory to the Lenders, the New Lenders and the Administrative Agent.
(f) Payment by the Borrower of any LIBOR Breakage Costs, and indemnification of the Administrative Agent and the Lenders as provided in Section 4.8 of the Credit Agreement for any LIBOR Breakage Costs, arising out of the addition of the New Lenders as "Lenders" under the Credit Agreement.
(g) Payment by the Borrower of all fees payable pursuant to the last sentence of the first paragraph of Section 2.2 of the Credit Agreement which fees are set forth in a letter agreement of even date herewith.
Effectiveness of this Amendment No. 1. This Amendment No. 1 will become effective only if it is validly executed by each Party and a copy thereof as executed by a Party is delivered to the other Party. If this Amendment No. 1 becomes effective, it shall be effective as of the Amendment Effective Date.
Effectiveness of this Amendment No. (a) This Amendment shall become effective as of the date when, and only when, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied (the “Amendment No. 1 Effective Date”); provided that the Section 1B Amendment shall not become operative until each of the conditions set forth in clause (b) below have been satisfied in accordance with their terms:
i) the Administrative Agent shall have received (i) this Amendment, duly executed and delivered by (v) the Borrowers, (w) a number of Lenders sufficient to constitute the Required Lenders, (x) Term B-4 Lenders committing to provide Term B-4 Loans in an aggregate principal amount not less than $250,000,000, (y) Term B-5 Lenders committing to provide Term B-5 Loans in an aggregate principal amount not less than $50,000,000, (z) Additional Term B-1 Lenders committing to provide Additional Term B-1 Loans in an aggregate principal amount not less than $300,000,000 and (ii) a Guarantor Consent and Reaffirmation, in the form attached hereto as Annex B, duly executed and delivered by each Guarantor;
(ii) the Borrower shall have paid all fees and expenses payable to the Lenders, Administrative Agent and Amendment No. 1 Lead Arrangers on the Amendment No. 1 Effective Date, including as set forth in Section 3 hereof (to the extent invoiced a reasonable period of time prior to the Amendment No. 1 Effective Date); and
(iii) the Administrative Agent and Amendment No. 1 Lead Arrangers shall have received a satisfactory legal opinion of Dxxxx Xxxx & Wxxxxxxx LLP. For the avoidance of doubt, the effectiveness of the Section 1B Amendment is not a condition precedent to the effectiveness of the Section 1A Amendment.
(b) The Section 1B Amendment shall become effective on the date that the following conditions have been satisfied (the “Section 1B Amendment Effective Date”):
(i) each of the conditions set forth in Section 2(a) above have been satisfied in accordance with their terms; and
(ii) the Administrative Agent shall have received executed signature pages hereto from each Existing Term B Lender. Each Existing Term B Lender that submits and executed counterpart hereto acknowledges and agrees that such submission is irrevocable.
Effectiveness of this Amendment No. 1. This Amendment No. 1 shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the "Effective Date"):
(a) Execution and delivery to the Administrative Agent by each of the Lenders, the Borrower, the Guarantors and the Administrative Agent of this Amendment No.
(b) Execution and delivery to the Administrative Agent of (i) a certificate of the Borrower confirming that there have been no changes to its charter documents since May 12, 2005, or (ii) if there have been changes to the Borrower's charter document since such date, a secretary's certificate of the Borrower certifying as to such changes.
(c) Delivery to the Administrative Agent of an incumbency certificate of the Borrower and of resolutions of the board of directors of the general partner of the Borrower authorizing this Amendment No. 1.
(d) Payment to the Administrative Agent, for the accounts of the Agents and the Lenders, as applicable, all fees due and payable on or before the Effective Date and all expenses due and payable on or before the Effective Date, including, without limitation, reasonable attorneys' fees and expenses and other costs and expenses incurred in connection with this Amendment No. 1.
(e) Delivery to the Administrative Agent by Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxx LLP, as counsel to the Borrower, of an opinion addressed to the Lenders and the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.
Effectiveness of this Amendment No. 9. The terms of this Amendment No. 9 shall not be effective and the Class A Interest shall not be issued until the Partnership has received the Original Investment from SMRS. Upon receipt by the Partnership of the Original Investment, the terms of this Amendment No. 9 shall be immediately and automatically effective and the Class A Interest shall be issued to SMRS without any further action on the part of SMRS or the Partnership. The Partnership covenants and agrees that promptly after receipt of the Original Investment that it shall forward to SMRS written confirmation of such receipt. Failure by the Partnership to forward such confirmation to SMRS upon receipt of the Original Investment shall in no way be deemed to impair the effectiveness of this Amendment No. 9 or the issuance of the Class A Interest to SMRS.
Effectiveness of this Amendment No. 1. This Amendment shall become effective on the date hereof upon the Lender’s receipt of (i) executed signature pages hereto from all parties hereto and (ii) a non-refundable extension fee of $100,000, which fee shall be fully earned when paid.
Effectiveness of this Amendment No. 1. This Amendment No. 1 shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the "Effective Date"):
(a) Execution and delivery to the Administrative Agent by the Requisite Lenders, the Borrower, the Guarantors and the Administrative Agent of this Amendment No.
(b) Execution and delivery to the Administrative Agent of (i) a certificate of the Borrower confirming that there have been no changes to its charter documents since August 6, 2004, or (ii) if there have been changes to the Borrower's charter document since such date, a secretary's certificate of the Borrower certifying as to such changes.
(c) Delivery to the Administrative Agent of an incumbency certificate of the Borrower and of resolutions of the board of directors of the general partner of the Borrower authorizing this Amendment No.
Effectiveness of this Amendment No. 1. This Amendment No. 1 will become effective immediately upon its execution by the parties hereto. This Amendment No. 1 and the Indenture shall henceforth be read together.
Effectiveness of this Amendment No. 1. The parties hereto understand and agree that the effectiveness of the entire Amendment No. 1 is conditioned upon the consummation of each of (i) the Acquisition; (ii) transactions contemplated by each of the Stock Option Exercise Agreement between the Company and the Executive; and (iii) the Stock Option Agreement between the Company and the Executive relating to the Company's 2001 Stock Incentive Plan.