Fifth Amendment Effective Date Clause Samples
Fifth Amendment Effective Date. This Fifth Amendment shall become effective as of the first date (the “Fifth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023-A Refinancing Term Lenders and the Administrative Agent):
(a) The Administrative Agent shall have received a counterpart signature page of this Fifth Amendment duly executed by each Loan Party, the Administrative Agent and each 2023-A Refinancing Term Lender (which, for the avoidance of doubt, shall constitute the Required Lenders).
(b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party (i) attaching the articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered to the Administrative Agent (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Fifth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of the Fifth Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below.
(c) The Administrative Agent shall have received a certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent such concept exists.
(i) At least three (3) Business Days prior to the Fifth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fifth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know you...
Fifth Amendment Effective Date. This Amendment shall be and become effective as of the date hereof when all of the conditions set forth in this Part III shall have been satisfied (the "Fifth Amendment Effective Date"), and thereafter this Amendment shall be known, and may be referred to, as "Fifth Amendment."
Fifth Amendment Effective Date. This Amendment shall become effective as of the date first above written when and only when Administrative Agent shall have received this Amendment, executed by the Borrower, Lenders comprising Required Lenders, the Administrative Agent, Issuing Bank, and Swingline Lender and the Consent and Agreement attached to this Amendment executed by the Guarantors.
Fifth Amendment Effective Date. This Amendment shall become effective as of the Fifth Amendment Effective Date upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent shall have received (i) a counterpart of this Amendment signed on behalf of the Borrower, the Required Lenders, including each Lender holding a Tranche B Term Loan Commitment and the Guarantor or (ii) written evidence (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that each such party hereto has signed a counterpart of this Amendment.
(b) The representations and warranties set forth in Section 2 hereof are true and correct.
Fifth Amendment Effective Date. All of the conditions precedent set forth in this Section 3 shall be satisfied on or before September 7, 2005.
Fifth Amendment Effective Date. As of the Fifth Amendment Effective Date, (A) none of the Borrower or any of the Subsidiaries is in breach of or in default under any MDT Document, nor has any such breach or default been alleged by MDT or its Affiliates, nor has any of the Borrower or any of the Subsidiaries taken any action that would permit any other Person party to any MDT Document to enforce, and no such Person otherwise has the right to enforce, any defenses, counterclaims, termination rights or rights of setoff thereunder, (B) none of the Borrower or any of the Subsidiaries have received any notice of breach or request or demand for indemnification, or similar notice, request or demand under any MDT Document, and (C) to the knowledge of the Borrower, none of MDT nor any other Person party to any MDT Document is in breach or in default thereunder.
Fifth Amendment Effective Date. A definition of the term “Fifth Amendment Effective Date” is hereby inserted in appropriate alphabetical order, to read in its entirety as follows:
Fifth Amendment Effective Date. Part II of this Amendment shall be and become effective as of July 6, 2015, subject to the conditions set forth in this Part III having been satisfied (it being understood and agreed that the remainder of this Amendment shall be effective upon the execution and delivery hereof by the parties hereto).
Fifth Amendment Effective Date. The amendment set forth in Section 2 of this Amendment shall become effective on the date hereof (the “Fifth Amendment Effective Date”) if each of the following conditions shall have been satisfied on or before such date:
a. The Administrative Agent shall have received from the Parent Guarantor, each Credit Party, the Administrative Agent, and the Required Banks either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.
b. The Administrative Agent shall have received documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Administrative Agent, including (i) certified copies of the resolutions (or comparable evidence of authority) of each Credit Party approving the transactions contemplated by this Amendment and (ii) a certification as to the names and true signatures of the officers of each Credit Party that are authorized to sign this Amendment.
Fifth Amendment Effective Date. As used herein, the “Fifth Amendment Effective Date” shall be the date of the closing of the acquisition of the Building and Property by Landlord. In the event that the Fifth Amendment Effective Date has not occurred by August 15, 2014, then this Fifth Amendment shall automatically be null and void and of no further force and effect.