Effectiveness of this Second Amendment. Each of the Parties, by its signature below, does hereby give its written consent to the amendment of the Trademark License Agreement in accordance with this Second Amendment. This Second Amendment will become effective as of the day on which the Class A Common Stock of the Issuer is issued to the underwriters in the Issuer’s IPO (the “Effective Date”); provided, that if the Effective Date does not occur on or prior to December 31, 2021, this Second Amendment shall be deemed terminated as of such date and of no force or effect without further notice or action by the Parties, and the Trademark License Agreement shall remain in full force and effect without any amendment thereto.
Effectiveness of this Second Amendment. This Second -------------------------------------- Amendment shall be effective from and after the date hereof except as specifically provided in Section 1 hereof; provided, however, that the execution and delivery of the Occidental First Amendment and the Lyondell Second Amendment shall be conditions to the effectiveness of this Second Amendment. Except as amended by this Second 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 Second Amendment. For all legal purposes, the new terms and conditions set forth in this Second Amendment shall become effective on the date hereof. The parties undertake to (1) hold the AGE for the Issuance of the New Subscription Warrants (under the newly created Section 6.2 of the Investment Agreement - as provided for in Section 1.7 of this Second Amendment), on December 30, 2013; and (2) cause AZUL Holding to issue: (i) TRIP’s Shareholders’ Subscription Warrants - Shareholding Adjustment, as per Exhibit D, (ii) the new TRIP’s Shareholders’ Subscription Warrants - Indemnification Adjustment, as per Exhibit E, and (iii) the new Subscription Warrants for Shareholding Adjustment - Original Shareholders, as per Exhibit F.
Effectiveness of this Second Amendment. This Second Amendment shall be effective only if and when signed by the Borrower, and the Wynn Amendment Parties and the Administrative Agent on behalf of the Lenders.
Effectiveness of this Second Amendment. This Second 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 Second Amendment, duly executed by Borrower;
(b) A replacement Revolving Note and new Term Note; and
(c) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Second Amendment.
Effectiveness of this Second Amendment. This Second Amendment shall be effective only if and when:
(a) the Borrower, the other Station Parties, and each Lender who has consented hereto, which shall constitute the Required Pro Rata 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 Second Amendment shall be true and correct in all material respects;
(c) the Administrative Agent shall have received, executed by a Responsible Officer or other authorized signatory of the signing Credit Party that is party thereto and in form and substance reasonably satisfactory to the Administrative Agent, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer or other authorized signatory thereof authorized to act as a Responsible Officer and/or execute documents in connection with this Second Amendment and the other Credit Documents to which such Credit Party is a party or is to be a party on the Effective Date;
(d) at such time that this Second Amendment becomes effective, (i) all Swingline Loans and Swingline Commitments are held by Swingline Lenders who have consented to this Second Amendment with respect to their entire respective Swingline Loans and Swingline Commitments at such time) and (ii) all L/C Commitments are held by L/C Lenders who have consented to this Second Amendment with respect to their entire respective L/C Liability and L/C Commitments at such time);
(e) the Borrower shall have paid all fees and expenses owed to the Administrative Agent and the Lenders accrued through and including the Effective Date to such Administrative Agent and Lenders; and
(f) unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees and expenses of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Effective Date. This Second Amendment shall be effective on the date (the “Effective Date”) on which all of the foregoing conditions are satisfied.
Effectiveness of this Second Amendment. Landlord and Tenant hereby acknowledge that the 6350 Substitute Premises is currently occupied by a third party tenant (the "Existing Tenant") pursuant to an existing lease (the "Existing Lease") between Landlord and such Existing Tenant. Consequently, Tenant expressly acknowledges and agrees that 712812.03/WLA 214064-00120/9-26-13/gjn/gjn -12- 0000 XXXXXXXX XXXXX, XXX XXXXX [Second Amendment/Substitute Premises Amendment] [Entropic Communications, Inc.] notwithstanding the full execution and delivery of this Second Amendment between Landlord and Tenant, this Second Amendment is expressly conditioned upon the termination of the Existing Lease. The termination of the Existing Lease is scheduled to occur on February 28, 2014 (the "Scheduled Existing Lease Expiration Date"). Once the Scheduled Existing Lease Expiration Date has occurred, Landlord shall, to the extent the Existing Tenant has not vacated the 6350 Substitute Premises following such Scheduled Existing Lease Expiration Date, use its best, commercially reasonable efforts (including promptly filing an unlawful detainer action) to cause the Existing Tenant to vacate the 6350 Substitute Premises as soon as possible. Notwithstanding any provision to the contrary contained herein, the parties hereto expressly acknowledge and agree that the Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s delay in delivering the 6350 Substitute Premises to Tenant unless Landlord breaches its obligation to use its best, commercially reasonable efforts (including promptly filing an unlawful detainer action) to cause the Existing Tenant to vacate the 6350 Substitute Premises as soon as possible following the Scheduled Existing Lease Expiration Date; provided that if Landlord shall have failed to deliver the Substitute Premises to Tenant by May 1, 2014, Tenant shall have the right to elect not to lease the Substitute Premises, such election to be made by written notice to Landlord no later than May 2, 2014 and if Tenant exercises such right, then this Second Amendment and the 6260 Second Amendment shall be of no further force or effect, and the Lease, as amended by the First Amendment, shall continue in full force and effect in accordance with its terms.
Effectiveness of this Second Amendment. This Second 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 Second Amendment, duly executed by Borrower and acknowledged by Guarantor where indicated hereinbelow;
(b) A replacement Revolving Note, on Bank’s standard form or otherwise in form and substance acceptable to Bank and its counsel, 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 Revolving Loans under the replacement Revolving Note issued pursuant to this Second Amendment as provided for in the Agreement, as amended hereby;
(d) A legal fee in connection with the preparation of this Second Amendment in the sum of One Thousand Five Hundred Dollars ($1,500); and
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this Second Amendment. (a) This Second Amendment shall become effective on the date (the "Second Amendment Effective Date") when Borrowers and the Majority Lenders shall have signed a counterpart hereof (whether the same or different counterparts),
(b) Upon the closing of the transactions referred to in Section 2, in accordance with the consents contained herein, Agent shall deliver to ETI such mortgage releases, UCC-3 termination statements, stock certificates for Mid-States or other documents necessary or appropriate to release Agent's Lien on the capital stock of Mid-States and Mid-States' assets and Property.
Effectiveness of this Second Amendment. This Second 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 Second Amendment, duly executed by Borrower;
(b) A reasonable legal documentation fee, for the sole account of the Administrative Agent, which reasonable legal documentation fee shall be non-refundable; and
(c) Such other documents, instruments or agreements as Administrative Agent may reasonably deem necessary in order to effect fully this Second Amendment.
