Waiver Effective Date. Executive expressly acknowledges and agrees that, by entering into this Release, he is waiving any and all rights or claims that may have arisen under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Release. Executive further expressly acknowledges that:
a. He is hereby advised in writing by this Release to consult with an attorney before signing this Release;
b. He was given a copy of this Release on September 30, 2013, and informed that he has 21 calendar days from that date to consider this Release, although he is free to execute this Release any time prior to that date as indicated in Section 19 below; and
c. He was informed that he has seven days following the date of his execution of this Release in which to revoke this Release, which revocation may be effected by means of a written notice actually delivered to the office of the General Counsel of Emdeon at Emdeon’s corporate headquarters within such seven day period, provided that in all events any revocation must be received by Emdeon during the seven-day revocation period.
d. Emdeon and Executive agree that this Release will not become effective or enforceable until the seven-day revocation period has expired without Executive’s having revoked this Release (the “Effective Date”), and no obligations upon Emdeon set forth in this Release shall be operative or binding upon it until the Effective Date. Moreover, without limiting the generality of the foregoing, if this Release is revoked, all unvested Options shall immediately be forfeited and canceled with no further action required by any party.
Waiver Effective Date. The expiration of seven (7) days after Executive executes and returns to the Company a valid Waiver and Release within the time period prescribed by the Company following the Executive’s Date of Termination, provided that Executive does not revoke such Waiver and Release.
Waiver Effective Date. Section 2.2 of this Amendment shall be effective as of August 15, 2001 (the "WAIVER EFFECTIVE DATE") subject to the satisfaction of each of the following conditions precedent:
5.1 The Agent shall have received, in form and substance satisfactory to the Agent in its sole discretion, duly executed waiver certificates, in the form of Exhibit A hereto, from the Holders of two-thirds of the aggregate principal amount of the outstanding Unsecured Notes.
5.2 The Agent shall have received from the Issuer reimbursement for all reasonable costs and expenses incurred by the Agent through and including the Waiver Effective Date, including, without limitation, the reasonable fees and expenses of counsel to the Agent.
5.3 The Agent shall have received copies of the waiver certificates executed by the Holders of two-thirds of the aggregate principal amount of the outstanding Secured Notes in connection with the amendment, waiver and forbearance of the Secured Note Purchase Agreement and the Secured Notes of even date herewith.
5.4 The Agent shall have received from each of the Issuer and the Guarantor an Officer's Certificate certifying that each of the representations and warranties of
Waiver Effective Date. This Waiver shall be and become effective as of the date hereof (the " Waiver Effective Date ") when all of the conditions set forth in this Subpart 3.1 shall have been satisfied. SUBPART 3.
Waiver Effective Date. This Waiver shall become effective as of the first date (the “Waiver Effective Date”) on which each of the following conditions shall have been satisfied:
(a) The Administrative Agent shall have received a counterpart signature page of this Waiver duly executed by each of the Borrower, the Administrative Agent and the Revolving Lenders constituting the Required Revolving Lenders.
(b) The representations and warranties set forth in Sections 3 of this Waiver shall be true and correct in all respects on and as of the Waiver Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Waiver Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties.
(c) the Borrower shall have paid all outstanding fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent, incurred in respect of the Credit Agreement and this Waiver, to the extent invoiced on or prior to the Waiver Effective Date.
Waiver Effective Date. The Waivers shall become effective as of the date on which each of the following conditions precedent has been satisfied in full (the “Waiver Effective Date”):
Waiver Effective Date. This Waiver Agreement No. 1 shall become effective as of the date fist above written (the "Waiver Effective Date"), when all of the conditions set forth in Sections 3.1.1 through 3.1.2 shall have been satisfied:
Waiver Effective Date. This Waiver shall become effective as of the date first written above (the “Waiver Effective Date”) on the first date when this Waiver shall have been duly executed and delivered by the Company, each of the Restricted Subsidiaries that are parties to the Credit Agreement, the Administrative Agent and the Majority Banks.
Waiver Effective Date. This Waiver shall become effective upon the date (the "Waiver Effective Date") on or before May 30, 1997 on which the following conditions shall have been simultaneously satisfied:
(a) the Lender shall have received the following, each dated as of the Waiver Effective Date and each in form and substance satisfactory to the Lender:
(i) counterparts of this Waiver signed by Opco and Parent;
(ii) a certificate of the chief financial officer of Opco and Parent certifying that all conditions precedent to the effectiveness of this Waiver have been satisfied and that, after giving effect to this Waiver and the transactions permitted herein, no Event of Default or Potential Event of Default has occurred or is continuing;
(iii) copies, certified as to accuracy and completeness by the Secretary of Parent, of (A) the Amended and Restated Certificate of Incorporation of KTI (the "Restated Certificate of Incorporation"), (B) the Amended and Restated By-Laws of KTI, (C) the Shareholders Agreement, (D) the Stock Incentive Plan, (E) the Underwriting Agreement with respect to the Offering, (F) the Agreement and Plan of Merger with respect to the Merger and (F) the Certificate of Merger with respect to the Merger (the "Merger Certificate"); and
(iv) a certificate of the Secretary of Opco and Parent certifying the resolutions of the board of directors of Opco and Parent approving and authorizing the Recapitalization, the Merger and the Offering and the execution, delivery and performance of this Waiver;
(b) after giving effect to this Waiver, no Event of Default or Potential Event of Default under either the Parent Loan Agreement or the Opco Credit Agreement shall have occurred and be continuing, and the representations and warranties in the Loan Documents and the Opco Loan Documents shall be true and correct in all material respects on and as of the Waiver Effective Date, as if then made (other than representations and warranties which expressly speak as of a different date, which shall be true and correct in all material respects as of that date).
Waiver Effective Date. The parties intend and agree that the provisions of this Waiver shall have no force or effect until the Waiver Effective Date.
