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 not be effective unless and until it has been executed by the Parties.
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 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 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;
(b) A replacement Note (Base Rate), in the principal amount of Twenty-Five Million Dollars ($25,000,000.00), 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 the loans as provided for in the Agreement;
(d) An Authorization to Obtain Credit, Grant Security, Guarantee or Subordinate, on Bank's standard form therefor, duly executed by Borrower;
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully this First Amendment.
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) the Borrower shall have paid to the Administrative Agent, for the account of each Lender (including Bank of America, N.A.) under the Credit Agreement as amended by the First Amendment, a consent fee equal to the product of 0.05% times the aggregate principal amount of such Xxxxxx’s “Revolving Commitments” under the Credit Agreement as of the First Amendment Effective Date solely to the extent that such Lender has provided an executed signature to this First Amendment on or prior to August 30, 2023. All fees described in this clause (b) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs);
(c) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects, except to the extent that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that for purposes of this Section 3(c), the representations and warranties contained in Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) or Section 7.01(b) of the Credit Agreement; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects;
(d) the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the First Amendment Effective Date; and
(e) the Borrower shall have paid all fees and expenses owed to the Administrative Agent (other than Attorney Costs of counsel to the Administrative Agent)) due and owing through and including the First Amendment Effective Date to the Administrative Agent to the extent invoiced at least one Business Day prior to the First Amendment Effective Date. This F...
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 Guarantor where indicated hereinbelow;
(b) A replacement Revolving Note, duly executed by Borrower;
(c) An Authorization to Disburse, on Bank's standard form, duly executed by Borrower, authorizing Bank to disburse the proceeds of advances under the replacement Revolving Note as provided for in the Agreement;
(d) A fee in connection with the extension of the Revolving Loan Termination Date provided for herein in the sum of Fifty Thousand Dollars ($50,000); and
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this First Amendment. This First Amendment shall not be effective unless and until it has been executed by Developer and Agency.
