Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof) shall be effective only if and when:
(a) the Borrower, the other Loan Parties, the L/C Issuers and the Lenders constituting the Required Lenders have delivered their fully executed signature pages hereto to the Administrative Agent;
(b) each of the representations and warranties contained in Section 3 of this First Amendment shall be true and correct in all material respects;
(c) after giving effect to this First Amendment, no event has occurred and is continuing or will result from the execution and delivery of this First Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default;
(d) the Administrative Agent shall have received a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 4(b) and 4(c) of this First Amendment have been satisfied;
(e) the Administrative Agent shall have received:
(i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Pledgor as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer authorized to act on behalf of each Pledgor in connection with this First Amendment, the Pledge Agreement and the other Loan Documents; and
(ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Pledgor is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization;
(iii) the Pledge Agreement duly executed by each Pledgor, together with:
(A) certificates or other instruments representing the Pledged Equity (as defined in the Pledge Agreement) be in suitable form for transfer by delivery or, as applicable, shall be accompanied by each Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Administrative Agent, and
(B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Pledge Agreement;
(iv) a favorable opinion of Milbank LLP, special New York counsel to the Borrower and the Pl...
Effectiveness of this First Amendment. This First Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this First Amendment, duly executed by Borrower; and
(b) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this First Amendment. This First Amendment shall become effective upon the execution and delivery hereof; provided, however, that the New Guarantor’s agreement to perform the obligations of ML&Co. under the Guarantee pursuant to Section 1 hereof shall not be operative or have any effect until the Merger Effective Time, and at the Merger Effective Time Section 1 hereof shall be effective and operative without further action by any party. Notwithstanding any provision hereof to the contrary, in the event the Merger fails to occur on or prior to December 31, 2013, then the terms of this First Amendment shall be automatically null and void and of no force or effect, and the Guarantee shall continue in full force and effect without any modification or amendment hereby.
Effectiveness of this First Amendment. This First Amendment shall not be effective unless and until it has been executed by the Parties.
Effectiveness of this First Amendment. This First Amendment shall be effective only if and when (i) executed by the Borrower, the Wynn Amendment Parties and the Administrative Agent, on behalf of the Lenders, and (ii) the Disbursement Agreement Amendment shall have been executed by all parties thereto.
Effectiveness of this First Amendment. This First Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this First Amendment, duly executed by Xxxxxxxx;
(b) Term Note B, duly executed by Xxxxxxxx;
(c) A replacement Revolving Note, duly executed by Xxxxxxxx;
(d) A replacement Term Note A, duly executed by Xxxxxxxx;
(e) An Authorization, on Bank's standard form therefor, with respect to the disbursement of the proceeds of Term Loan B, duly executed by Xxxxxxxx;
(f) A commitment fee in connection with the making of Term Loan B in the sum of Eleven Thousand Dollars ($11,000); and
(g) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this First Amendment. This First Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this First Amendment, duly executed by Borrower:
(b) A replacement Revolving Note, on Bank’s standard form therefor, in the principal amount of Thirty-Five Million Dollars ($35,000,000), duly executed by Borrower;
(c) An Authorization to Disburse, on Bank’s standard form therefor, duly executed by Borrower, authorizing Bank to disburse the proceeds of advances under the replacement Revolving Note as provided for in the Agreement, as amended hereby;
(d) A legal documentation fee in the sum of Three Hundred Dollars ($300), which legal documentation fee shall be non-refundable; and
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this First Amendment.
Effectiveness of this First Amendment. This First Amendment shall be effective from and after the date hereof, except as expressly provided with respect to certain disputes described in the Millennium Second Amendment; provided, however, that the execution and delivery of the Millennium Second Amendment and the Lyondell Second Amendment shall be conditions to the effectiveness of this First Amendment. Except as expressly amended by this First Amendment, all of the terms and provisions of the Asset Contribution Agreement shall remain in full force and effect among the Parties from and after the date hereof.
Effectiveness of this First Amendment. This First Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this First Amendment, duly executed by Borrower and acknowledged by Angeles Acquisition Corp., as guarantor, where indicated hereinbelow;
(b) A principal payment in an amount not less than the amount sufficient to repay in full the overadvance under the Borrowing Base Loan outstanding immediately prior to the date of this Agreement, which payment shall be promptly applied by Bank to repay in full such overadvance;
(c) A new Continuing Guaranty, on Bank's standard form therefor, duly executed by Consolidated Capital of North America, Inc. ("Consolidated"), whereby Consolidated shall unconditionally guarantee the Obligations of Borrower under and as defined therein; provided, however, that Consolidated's liability thereunder for principal (excluding accrued interest and Bank's expenses) shall not exceed Four Million Dollars ($4,000,000);
(d) An Alternative Dispute Resolution Agreement, on Bank's standard form therefor, relating to the determination of claims and controversies under the new Continuing Guaranty, duly executed by Consolidated;
(e) An Authorization to Obtain Credit, Grant Security, Guarantee or Subordinate, on Bank's standard form therefor, attesting to the resolution of the board of directors of Consolidated authorizing the execution and delivery of the new Continuing Guaranty described in subparagraph (c) hereinabove;
(f) Borrower's accounts receivable balance for the week ending on such date, and Borrower agrees to furnish same on a weekly basis until June 30, 1997, and on a daily basis thereafter;
(g) A Subordination Agreement on Bank's standard form therefor (the "Subordination Agreement"), duly executed by Stone Pine Colorado, LLC, Consolidated Capital of North America, Inc. and ERB Xxxuisition Group, LLC (collectively, "Subordinating Creditors"), as subordinating creditors, in favor of Bank, pursuant to which Subordinating Creditors shall unconditionally subordinate the obligations owing by
Effectiveness of this First Amendment. Landlord and Tenant hereby acknowledge that the Expansion Premises is currently occupied by a third-party (the “Existing Tenant”) pursuant to an existing lease between Landlord and the Existing Tenant (the “Existing Lease”). Notwithstanding the full execution and delivery of this First Amendment between Landlord and Tenant, this First Amendment is expressly conditioned upon the termination of the Existing Lease, which shall occur following the full execution and unconditional delivery (i.e., no conditions to the effectiveness of such termination agreement) of a lease termination agreement with respect to the Existing Lease (the “Existing Lease Termination Agreement”), in a manner acceptable to Landlord in its sole and absolute discretion. Following the full execution and delivery of this First Amendment between Landlord and Tenant, Landlord agrees to use commercially reasonable efforts to enter into such Existing Lease Termination Agreement. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to deliver, or Landlord’s delay in delivering, the Expansion Premises to Tenant.
