Common use of Conditions to Effectiveness of this Consent Clause in Contracts

Conditions to Effectiveness of this Consent. This Consent shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: executed counterparts of this Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 Notes and any other notes issued pursuant to the Private Placement Note Documents (the “Private Placement Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; and the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. This Consent shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: : (a) executed counterparts of this Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; ; (b) the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 2003 Notes and any other notes issued pursuant to the Private Placement Note Documents (the “Private Placement 2003 Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; and and (c) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. Section 3.1. This Consent shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: : (a) executed counterparts of this Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; ; (b) the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 Notes and any other notes issued pursuant to the Private Placement Note Documents Docuemnts (the “Private Placement Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; (c) the Company shall have paid an amendment fee in an aggregate amount of $10,000 to the Noteholders pro rata based upon the principal amount of the Notes outstanding as of the Consent Effective Date held by each Noteholder; and the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. Section 3.1. This Consent shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: : (a) executed counterparts of this Consent, duly executed by the Company, each of the Subsidiary Guarantors and the Noteholders, shall have been delivered to the Noteholders; ; (b) the Company shall have delivered to the Noteholders executed copies of (i) the Consent Memorandum dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 2003 Notes and any other notes issued pursuant to the Private Placement Note Documents (the “Private Placement 2003 Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; (c) the Company shall have paid an amendment fee in an aggregate amount of $10,000 to the Noteholders pro rata based upon the principal amount of the Notes outstanding as of the Consent Effective Date held by each Noteholder; and and (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).

Conditions to Effectiveness of this Consent. This Consent shall not become effective until, and shall become effective when, each and every one as of the date the following conditions precedent have been satisfied (the “Effective Date”): (a) the Administrative Agent shall have been satisfied: executed counterparts of received (i) this Consent, duly executed and delivered by the Company, (ii) the Affirmation of Guarantors, in the form attached hereto as Annex A, duly executed and delivered by each of the Subsidiary Guarantors (other than ▇▇▇▇▇ ▇▇▇▇▇▇▇ Theatres), and (iii) Lender Consents, in the Noteholdersform attached hereto as Annex B (the “Lender Consents”), duly executed by the Lenders constituting the Requisite Lenders; (b) the Administrative Agent shall have been delivered received an officer’s certificate from the Company, in form and substance reasonably satisfactory to the Noteholders; the Company shall have delivered to the Noteholders executed copies of Administrative Agent, certifying (i) that ▇▇▇▇▇ ▇▇▇▇▇▇▇ Theatres is not a material Guarantor, (ii) that after giving effect to this Consent, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Theatres has not guaranteed the Consent Memorandum dated Indebtedness of any Loan Party and (iii) as to the matters specified in clauses (d) and (e) below; (c) the Administrative Agent shall have received all fees and accrued expenses of the Administrative Agent required to be paid by the Company, including without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent; (d) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A.hereof, as agent, if made on and the other financial institutions party thereto (the “Bank Credit Agreement Consent”), and (ii) the Consent dated as of the date hereof among the Company and the holders of the 2005 Notes and any other notes issued pursuant such date, except to the Private Placement Note Documents (the “Private Placement Note Agreement Consent”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; and the extent such representations and warranties of the Company set forth expressly relate to an earlier date, in Section 2 hereof are which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (e) no Default or Event of Default shall have occurred and be continuing on and with respect to the date hereof. Upon receipt of all of the foregoing, this Consent shall become effective (the “Consent Effective Date”).