Conditions to Effectiveness of this Second Amendment Sample Clauses
The "Conditions to Effectiveness of this Second Amendment" clause defines the specific requirements that must be satisfied before the second amendment to an agreement becomes legally binding and enforceable. Typically, these conditions may include the execution of the amendment by all relevant parties, delivery of necessary documents, or fulfillment of certain regulatory or financial obligations. By clearly outlining these prerequisites, the clause ensures that all parties are aware of and comply with the necessary steps, thereby preventing misunderstandings and ensuring that the amendment only takes effect when all agreed-upon conditions are met.
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment 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 Second Amendment, duly executed by the Company, the Trust and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of this Second Amendment. (a) This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) on which:
(i) The Administrative Agent shall have received duly executed and delivered counterparts of this Second Amendment that, when taken together, bear the signatures of the Borrower, Holdings, the Additional Term Lenders, the Administrative Agent (on its behalf, as well as on behalf of the Required Lenders and the Exchanging Term Lenders) and all Guarantors;
(ii) (A) Each of the representations and warranties set forth in Section 3 shall be true and correct in all material respects on and as of the Second Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby;
(iii) The Administrative Agent shall have received a customary written opinion of (a) Ropes & ▇▇▇▇ LLP, special counsel for the Loan Parties, dated as of the Second Amendment Effective Date and addressed to the Administrative Agent and the Lenders and (b) Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C., special counsel for the Borrower and any Guarantors organized under the laws of Pennsylvania, dated as of the Second Amendment Effective Date and addressed to the Administrative Agent and the Lenders;
(iv) The Administrative Agent shall have received:
(1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Second Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (y) the Organizational Documents of such Loan Party last delivered to the Administrative A...
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when:
(a) executed counterparts of this Second Amendment, duly executed by the Credit Parties, AIG and the Noteholders, shall have been delivered to AIG and the Noteholders;
(b) the Noteholders shall have received executed copies of the amendments to each outstanding Principal Credit Facility, in each case, substantially in the form previously provided to them and in form and substance reasonably satisfactory to the Noteholders;
(c) the representations and warranties of the Credit Parties set forth in Section 2 hereof shall be true and correct in all material respects on and with respect to the date hereof (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true and correct in all material respects as of such other date) (and execution of this Second Amendment by each Credit Party shall constitute its certification of the same); and
(d) Holdings and each Co-Issuer shall have paid the reasonable fees and expenses of Chapman ▇▇▇ ▇▇▇ler L▇▇, ▇▇ecial counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt or satisfaction of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of this Second Amendment. This Second Amendment, and the amendments, waivers and consents contained herein, shall become effective as of the date hereof on the date (the “Second Amendment Effective Date”) when each of the following conditions precedent have been fulfilled (or waived) to the reasonable satisfaction of the Administrative Agent:
Conditions to Effectiveness of this Second Amendment. The effectiveness of this Second Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the following conditions precedent (the date on which all such conditions precedent are so satisfied shall be the “Effective Date”):
Conditions to Effectiveness of this Second Amendment. The effectiveness of this Second Amendment is subject to satisfaction, in Agent's sole discretion, of each of the following conditions precedent:
Conditions to Effectiveness of this Second Amendment. 3.1 This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) pursuant to §7.1 of the Note Agreement, Holders of (i) at least 66-2/3% in aggregate principal amount of outstanding Notes of each series and (ii) if any series includes more than one tranche, at least 66-2/3% in aggregate principal amount of outstanding Notes of all tranches thereof which mature more than 12 months from the date hereof, shall have executed and delivered counterparts of this Second Amendment and such executed counterparts shall have been delivered to each Noteholder.
(b) each Noteholder shall have received the favorable opinion of counsel to the Company as to the matters set forth in §§ 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders.
(c) each Noteholder shall have received a copy of the resolutions of the Board of Directors or the partners of each Obligor authorizing the execution, delivery and performance of such Obligor of this Second Amendment, certified by its Secretary or general partner, as applicable.
Conditions to Effectiveness of this Second Amendment. Notwithstanding any other provision of this Second Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Second Amendment shall not become effective, and the Borrower shall have no rights under this Second Amendment, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Second Amendment, including all fees set forth in the Fee Letters on the dates and to the parties specified therein, and including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, (ii) executed counterparts to this Second Amendment from the Borrower, the Guarantors and the Required Lenders as well as additional promissory notes, and other loan documents as the Administrative Agent may reasonably request, (iii) delivery of certified copies of organizational documents, including bylaws, authorizing resolutions of board of directors, and incumbency certificates for the Borrower, (iv) receipt of certified copies of all consents, approvals, authorizations, registrations, or filings required to be made or obtained by the Borrower in connection with the loan documents and (v) receipt of favorable opinion of counsel for the Borrower and each Guarantor.
Conditions to Effectiveness of this Second Amendment. This Second Amendment 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 Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal amount of the Notes, shall have been delivered to the Noteholders;
(b) 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;
(c) the Company shall have paid all reasonable costs and expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Second Amendment, including, without limitation, the reasonable fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, special counsel to the Noteholders, which are reflected in statements of such counsel rendered on or prior to the effective date of this Second Amendment; Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment 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 Second Amendment, duly executed by the Company and the holders of 100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;