SECTION EFFECTIVENESS. This Agreement shall become effective on the date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of the General Counsel to the Borrower substantially in the form of Exhibit B-1 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel for the Borrower, substantially in the form of Exhibit B-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request.;
(d) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer or the Controller of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.02;
(e) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than April 30, 2001. The Administrative Agent shall promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.
SECTION EFFECTIVENESS. The amendments set forth in Section 1 above and the waiver set forth in Section 2 above shall become effective as of the date of this Amendment when the Bank shall have received (a) a counterpart of this Amendment signed by Company, (b) a confirmation in the form of Exhibit A signed by the Company and each Guarantor and (c) an amendment fee in the amount of $20,000.
SECTION EFFECTIVENESS. The amendments set forth in Section 1 above shall become effective, as of the day and year first above written, on the date (the "First Amendment Effective Date") on which the Administrative Agent has received, (a) a counterpart of this Amendment executed by each of the parties hereto (or, in the case of any party from which the Administrative Agent has not received a counterpart hereof, facsimile confirmation of the execution of a counterpart hereof by such party) and (b) each of the following documents, each in form and substance satisfactory to the Administrative Agent:
SECTION EFFECTIVENESS. This Agreement shall become effective and the Credit Agreement shall be amended as provided in this Agreement effective on the date first set forth above when the Company, the Banks, and the Agent shall have duly and validly executed originals of this Agreement and delivered them to the Agent. 7.
SECTION EFFECTIVENESS. This Agreement shall be of no force or effect unless and until the Closing Date occurs, whereupon it shall become effective automatically.
SECTION EFFECTIVENESS. This Agreement shall constitute a ------------- binding obligation of the parties hereto as of the date hereof; provided that -------- the operative provisions of this Agreement shall only take effect upon the occurrence of the Closing Date. In the event the Stock Purchase Agreement is terminated for any reason without the Closing Date having occurred, this Agreement shall be terminated without further obligation or liability of any party hereunder.
SECTION EFFECTIVENESS. This Agreement and the amendments contemplated hereby shall become effective when:
(a) counterparts hereof have been duly executed and delivered to the Agent on behalf of the Borrower, the Subsidiary Guarantors, the Lenders and the Agent; and
(b) the Agent shall be satisfied that, immediately after giving effect to the amendments contemplated hereby, there shall exist no Default or Event of Default and all representations and warranties contained herein, in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such time except to the extent that such representations and warranties relate to an earlier specified date.
SECTION EFFECTIVENESS. The amendments set forth in SECTION 1 above shall become effective on the date (the "First Amendment Effective Date") when the Administrative Agent shall have received the fees referred to in SECTION 4 and each of the following documents, each in form and substance satisfactory to the Administrative Agent:
1. counterparts of this First Amendment executed by the Company, each of the Lenders and the Administrative Agent (it being understood that the Administrative Agent may conclusively rely on any counterpart signature hereof received by facsimile);
1. a certificate of the secretary or an assistant secretary of the Company as to:
a) resolutions of the Board of Directors of the Company authorizing the execution and delivery of this First Amendment and the New Notes and the performance by the Company of its obligations under the Amended Credit Agreement and the New Notes, and
a) the incumbency and signatures of those of its officers authorized to execute and deliver this First Amendment and the New Notes;
1. a Confirmation, executed by the Company and each Subsidiary, substantially in the form of EXHIBIT A hereto;
1. New Notes, substantially in the form of Exhibit D to the Credit Agreement (the "New Notes"), payable to the order of each Lender in the amount of its Commitment as set forth in SCHEDULE 2.1 hereto (the Notes executed by the Company on March 17, 1998 to be canceled by each Lender and returned to the Company upon receipt of such Lender's New Note); and
1. such other documents as the Administrative Agent may reasonably request.
SECTION EFFECTIVENESS. The provisions of this First Supplemental ------------- Indenture shall become effective at the time that Holders of not less than a majority in aggregate principal amount of the outstanding Notes have validly consented to the substance of the amendments set forth herein and not validly revoked their respective consents hereto. In accordance with Section 9.03 of the Indenture, the Company has delivered an Officers' Certificate and Opinion of Counsel to the Trustee as conclusive evidence that this First Supplemental Indenture complies with the applicable requirements of the Indenture and that all of the conditions precedent to the effectiveness of this First Supplemental Indenture have been satisfied.
SECTION EFFECTIVENESS. This Agreement shall become effective, and all loans outstanding under the Existing Credit Agreement shall be deemed to be Loans hereunder, on the date that each of the following conditions shall have been satisfied (or waived in accordance with Section 11.05):
