Preconditions to Effectiveness. This Amendment shall only become effective upon execution by the Borrower and the Bank, and approval by any other third party required by the Bank.
Preconditions to Effectiveness. This Fifth Amendment shall not take effect unless and until each and all of the following items has been satisfied or delivered, as the case may be, and in all events, to the satisfaction of the Agents, in their sole and exclusive discretion exercised in good faith. The willingness of the Agents and the Lenders to enter into this Fifth Amendment is expressly conditioned upon the receipt by the Administrative Agent of the following items:
a. On or prior to the date hereof, the Lead Borrower, the Borrowers, and the Facility Guarantors shall have delivered to the Administrative Agent duly executed copies of this Fifth Amendment and the Fifth Amendment Fee Letter, including all exhibits to be replaced in accordance with the terms hereof, and evidence that the Borrowers have obtained all necessary consents and approvals to this Fifth Amendment, the Fifth Amendment Fee Letter and the documents, agreements and instruments executed in connection herewith.
b. Without limiting the generality of the foregoing, the Second Lien Administrative Agent (as defined in the Intercreditor Agreement) shall have delivered to the Administrative Agent an executed counterpart to this Fifth Amendment, pursuant to which the Second Lien Administrative Agent shall have consented to this Fifth Amendment.
c. On or prior to the date hereof, (i) Xxx Xxxxxxx (“X. Xxxxxxx”) shall have made a loan to the Lead Borrower in the amount of $2,500,000.00, the Net Proceeds of which shall have been deposited into the Concentration Account for application to and reduction of the Obligations in accordance with SECTION 2.16 of the Credit Agreement, and (ii) the Loan Parties and X. Xxxxxxx shall have delivered to the Administrative Agent, in the form attached hereto as Exhibit B, a duly executed copy of that certain Amended and Restated Subordination Agreement by and between the Lead Borrower and X. Xxxxxxx and acknowledged by the Agents, pursuant to which X. Xxxxxxx shall have agreed to subordinate certain Liens and rights to payment in accordance with the terms thereof.
d. The Loan Parties shall have delivered to the Administrative Agent a duly executed copy of the Amendment No. 9 to the SOF Investments Loan, in the form attached hereto as Exhibit A.
e. The Lead Borrower, the Borrowers, and the Facility Guarantors shall have delivered to the Administrative Agent such other and further documents as the Administrative Agent reasonably may require and shall have identified prior to the execution of this F...
Preconditions to Effectiveness. This Amendment shall only become effective upon execution by the Borrower and the Bank, and approval by any other third party required by the Bank. No Waiver of Defaults; Warranties. This Amendment shall not be construed as or be deemed to be a waiver by the Bank of existing defaults by the Borrower, whether known or undiscovered. All agreements, representations and warranties made herein shall survive the execution of this Amendment.
Preconditions to Effectiveness. This Amendment shall only become effective upon (a) the execution of the Amendment and the Revolving Credit Note by the Borrower and the Bank, and (b) execution and delivery by the Borrower of (i) the items described in Paragraph 3 above; (ii) a current Borrowing Base Certificate;
Preconditions to Effectiveness. If the Trustee received a Qualifying Opinion in connection with the formation of the 2006 Funding Trust, then no Supplemental Trust Agreement shall become effective unless and until the Trustee receives an opinion in form and substance reasonably satisfactory to it of counsel reasonably acceptable to the Trustee to the effect that such supplement will not cause the 2006 Funding Trust to fail to be treated as such a grantor trust. Each Supplemental Trust Agreement is subject to the prior written consent of any Insurer.
Preconditions to Effectiveness. This Amendment shall not take effect unless and until each and all of the following have been consummated, all on terms and conditions acceptable to the Lender, in the Lender's sole and exclusive discretion:
1. Execution of this Amendment and each of the other documents, instruments, and agreements contemplated herein.
2. Receipt by the Lender of duly executed and issued resolutions confirming the authority of the Borrowers to enter into this Amendment.
3. Confirmation by the Lender of receipt from the Borrower of all reporting requirements under the Loan Agreement which were to have been delivered to the Lender on or before the Execution Date.
4. Receipt by the Lender of $37,500.00 constituting the first installment of the Amendment and Extension Fee.
Preconditions to Effectiveness. The effectiveness of this Amendment is expressly conditioned upon the following:
3.1 Receipt by the Credit Parties of a fully executed copy of this Amendment.
3.2 Receipt by the Credit Parties of reimbursement from the Borrower for all reasonable costs, expenses, and legal fees incurred in connection with the negotiation and preparation of this Amendment and all documents, instruments, and agreements incidental hereto. The Administrative Agent is hereby authorized to make an advance under the Loan to fund that reimbursement.
Preconditions to Effectiveness. The effectiveness of the amendments contained in Section 1 above, is expressly conditioned upon the following:
a. Receipt by the Agent of reimbursement from the Borrowers for all Lender Group Expenses incurred in connection with the negotiation and preparation of this Amendment and all documents, instruments, and agreements incidental hereto;
b. Receipt by the Agent of the Amendment Fee; and
c. Receipt by the Agent from each party hereto of duly completed and executed counterparts of this Amendment.
Preconditions to Effectiveness. The effectiveness of this Agreement is subject to Borrower’s satisfaction of the following conditions in a manner satisfactory to Bank:
(a) COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as “Investment Manager”, and (v) NEIPF, L.P., as a lender, shall have entered into an amendment of its credit facility with Borrower, waiving any existing defaults under such credit facility and amending financial covenants contained therein, on terms and conditions satisfactory to Bank;
(b) Vertical Communications, Inc. shall have received $5,250,000 in gross proceeds pursuant to the terms of that certain Securities Purchase Agreement among Vertical Communications, Inc. and certain investors party thereto, providing for, among other things, the purchase and sale of up to $7,500,000 in convertible promissory notes;
(c) Investors party to the Securities Purchase Agreement referenced in Section 5(b) above shall have entered into a subordination agreement with Bank, pursuant to which such investors agree to subordinate payment of the convertible promissory notes received pursuant to such Securities Purchase Agreement to the prior payment of indebtedness under the Loan Agreement;
(d) Bank shall have received this Loan Modification Agreement, duly executed by all parties hereto; and
(e) Borrower shall have satisfied all fees and expenses as required pursuant to Section 6 of this Loan Modification Agreement.
Preconditions to Effectiveness. The effectiveness of this Amendment is expressly conditioned upon the following:
3.1 Receipt by the Credit Parties of a fully executed copy of this Amendment.
3.1.1 The Administrative Agent shall have received and found satisfactory (i) copies of the fully executed Subordinated Credit Agreement and such other documents and instruments as shall evidence the Subordinate Facility, which shall provide, among other things, for the commitment by the lenders thereunder to make term loans to the Borrower in an aggregate amount of not less than $35,000,000, (ii) fully executed copies of the Intercreditor Agreement, the Guaranty, the Guaranty Security Agreement and the Stock Pledge Agreement, and (iv) evidence of the receipt by the Borrower of not less than $25,000,000 (net of fees and expenses payable in connection therewith) comprising the Initial Term Loan (as defined in the Subordinate Credit Agreement).
