Effectiveness of this Fourth Amendment Sample Clauses
Effectiveness of this Fourth Amendment. This Fourth 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 Fourth Amendment, duly executed by Borrower and acknowledged by Guarantors where indicated herein below;
(b) An extension fee in connection with the extension of the termination date of the Revolving Loan, as provided for herein, in the sum of Ten Thousand Dollars ($10,000), which extension fee shall be non-refundable;
(c) A legal documentation fee in connection with the preparation of this Fourth Amendment, in the sum of Three Hundred Dollars ($300), which legal documentation fee shall be non-refundable; and
(d) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fourth Amendment.
Effectiveness of this Fourth Amendment. Landlord and Tenant hereby acknowledge and agree that, notwithstanding the full execution and delivery of this Fourth Amendment by Landlord and Tenant, this Fourth Amendment is expressly conditioned upon the occurrence of the “Effective Date,” as that term is defined in that certain Settlement Agreement dated June 17, 2009 by and between Tenant and DPR Construction, Inc. (“DPR”) as amended by that certain Amendment dated June 26, 2009 (collectively, the “Settlement Agreement”) (of which Landlord is a third party beneficiary) and the full payment by Tenant to DPR of the “Aggregate Payment Amount” (i.e., $2,000,000), as that term is defined in, and pursuant to the terms of, the Settlement Agreement (the “Condition Precedent”). To the extent that the Condition Precedent is not satisfied on or before September 1, 2009, then Landlord may terminate this Fourth Amendment upon delivery of written notice thereof to Tenant, in which event this Fourth Amendment shall automatically terminate and the Lease shall continue in full force and effect as if unmodified by this Fourth Amendment. Landlord and Tenant each represent and warrant to the other that the execution and performance of this Fourth Amendment by such party has been authorized and approved by all requisite corporate, limited liability company, partnership and third party action.
Effectiveness of this Fourth Amendment. This Fourth 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 Fourth Amendment, duly executed by Borrower; and
(b) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fourth Amendment.
Effectiveness of this Fourth Amendment. This Fourth Amendment shall be effective only if and when executed by the Borrower, the Wynn Amendment Parties and the Administrative Agent, on behalf of the Lenders.
Effectiveness of this Fourth Amendment. This Fourth Amendment shall become effective as of the date hereof when, and only when, Administrative Agent shall have received all of the following, in form and substance satisfactory to Administrative Agent:
(a) A counterpart of this Fourth Amendment, duly executed by Borrower;
(b) A replacement Revolving Note, duly executed by Borrower in favor of Union Bank;
(c) A replacement Revolving Note, duly executed by Borrower in favor of BB&T;
(d) A commitment fee in connection with the increase of the Revolving Credit Commitments provided for herein, in the aggregate amount of Seventy-Five Thousand Dollars ($75,000), payable to the Administrative Agent for the ratable account of the Revolving Loan Lenders, which commitment fee shall be non-refundable;
(e) A reasonable legal documentation fee, for the sole account of the Administrative Agent, which reasonable legal documentation fee shall be non-refundable; and
(f) Such other documents, instruments or agreements as Administrative Agent may reasonably deem necessary in order to effect fully this Fourth Amendment.
Effectiveness of this Fourth Amendment. This Fourth Amendment and the amendments to the Credit Agreement set forth in Section 5 hereof shall be effective only if and when:
(a) the Borrower, the other Loan Parties, each L/C Issuer, the Fourth Amendment Refinancing Term A Lenders, the Fourth Amendment Increase Revolving Lenders, the Fourth Amendment Increase Term A Lenders, the Revolving Lenders holding all Revolving Commitments, and the Term A Lenders holding all Term A Loans that are not repaid with the proceeds of the Fourth Amendment Refinancing Term A Loans on the Fourth Amendment Effective Date (all of the foregoing of which, after the incurrence thereof, as applicable, constitute the Required Lenders), have delivered their fully executed signature pages hereto to the Administrative Agent;
(b) subject to Section 1.08 of the Credit Agreement, each of the representations and warranties contained in Section 6 of this Fourth Amendment shall be true and correct in all material respects;
(c) subject to Section 1.08 of the Credit Agreement, after giving effect to this Fourth Amendment, no event has occurred and is continuing or will result from the execution and delivery of this Fourth 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:
(i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer authorized to act on behalf of each Loan Party in connection with this Fourth Amendment and the other Loan Documents;
(ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization;
(iii) a favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel to the Loan Parties addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and
(iv) a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 7(b), 7(c) and 7(e) of this Fourth Amendment have been satisfied;
(e) the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 8.11 of...
Effectiveness of this Fourth Amendment. This Fourth Amendment shall be effective only if and when:
Effectiveness of this Fourth Amendment. This Fourth 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 Fourth Amendment, duly executed by Borrower;
(b) A replacement Revolving Note, duly executed by Borrower;
(c) An Authorization on Bank's form therefor, duly executed by Borrower, authorizing Bank to disburse the proceeds of the Revolving Loan as provided for in the Agreement;
(d) An Alternative Dispute Resolution Agreement on Bank's form therefor and relating to the replacement Revolving Note, duly executed by Borrower;
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this Fourth Amendment. Except for the definition of "Applicable Margin", which shall be effective as of December 31, 1999 and continuing until the Final Maturity Date, this Fourth Amendment shall be effective as of December 31, 1999 through December 31, 2000. Thereafter, the terms and conditions of the Agreement as in effect prior to the execution of this Fourth Amendment shall govern as if this Fourth Amendment had not been executed.
Effectiveness of this Fourth Amendment. Upon satisfaction of each of the conditions set forth in Section 3 of this Fourth Amendment, this Fourth Amendment shall be deemed to be effective as of December 31, 1998.