Common use of Conditions to Effectiveness of this Second Amendment Clause in Contracts

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. 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 Credit PartiesCompany and the holders of at least 51% of the outstanding principal of the Notes, AIG shall have been delivered to the Noteholders; (b) executed counterparts of the Pledge Agreement, duly executed by the Company, the Bank Lenders 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 Company set forth in Section 2 hereof shall be and in the Pledge Agreement are 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 hereof; Second Amendment by each Credit Party shall constitute its certification of the same); andto Note Purchase Purchase Agreement (d) Holdings and each Co-Issuer the Noteholders shall have paid received the favorable opinion of counsel to the Company as to the matters set forth in Sections 2.1(a), 2.1(b), 2.1(c), 2.1(d) and 2.1(e) hereof, which opinion shall be in form and substance satisfactory to the Noteholders; (e) the reasonable fees and expenses of Chapman ▇▇▇▇▇▇▇ and ▇▇▇ler L▇▇▇, ▇▇ecial counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Amendment and the Pledge Agreement, have been paid in full, Upon receipt or satisfaction of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 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 Credit Parties, AIG Obligors and the Noteholdersholders of at least 51% of the outstanding principal of the Notes, shall have been delivered to AIG and the Noteholders; (b) the Noteholders shall have received executed copies a copy of the amendments to resolutions of the Board of Directors of each outstanding Principal Credit FacilityObligor authorizing the execution, in each casedelivery and performance by such Obligor of this Second Amendment, substantially in the form previously provided to them and in form and substance reasonably satisfactory to the Noteholderscertified by such Obligor's Secretary or an Assistant Secretary; (c) the representations and warranties of the Credit Parties Obligors set forth in Section 2 hereof shall be are true and correct in all material respects on and with respect to the date hereof hereof; (except d) the Noteholders shall have received the favorable opinion of counsel to the extent such representations Obligors as to the matters set forth in Sections 2.1(a), 2.1(b) and warranties expressly relate 2.1(c) hereof, which opinion shall be in form and substance satisfactory 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)Noteholders; and (de) Holdings and each Co-Issuer the Noteholders shall have paid received a true, correct and complete copy of the reasonable fees and expenses of Chapman ▇▇▇ ▇▇▇ler L▇▇, ▇▇ecial counsel Amendment to the Noteholders, in connection with Bank Credit Agreement dated the negotiation, preparation, approval, execution and delivery of this Second Amendmentdate hereof. Upon receipt or satisfaction of all of the foregoing, this Second Amendment shall become effectiveeffective as of March 30, 2001.

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 Company and the Noteholdersholders of 100% of the outstanding Notes, shall have been delivered to AIG and the Noteholders; (b) the Noteholders Company shall have received executed provided the Noteholders with true, correct and complete copies of the amendments to each outstanding of the Principal Credit Facility, in each case, substantially in Facilities relating to the form previously provided to them and subject matter of this Second Amendment in form and substance reasonably satisfactory to the Noteholders; (c) the representations and warranties Noteholders shall have received a copy of the Credit Parties resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; (d) the Noteholders shall have received the favorable opinion of counsel to the Company (which may be internal counsel) as to the matters set forth in Section 2 hereof Sections 2.1(a) and 2.1(b) hereof, which opinion shall be true in form and correct in all material respects on and with respect substance satisfactory 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)Noteholders; and (de) Holdings and each Co-Issuer the Company shall have paid the reasonable or caused to be paid reasonable, out-of-pocket fees and expenses of Chapman ▇▇▇▇▇▇▇ and ▇▇▇ler L▇▇▇ LLP, ▇▇ecial special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt or satisfaction of all , to the extent invoiced at least 2 Business Days in advance of the foregoing, this Second Amendment shall become effectivedate hereof.

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 Credit Parties, AIG Company and the Noteholdersholders of at least 51% of the outstanding principal amount of the Notes, 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 Company set forth in Section 2 hereof shall be are true and correct in all material respects on and with respect to the date hereof hereof; (except c) the Company shall have paid all costs and expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Second Amendment, including, without limitation, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, special counsel to the extent such representations and warranties expressly relate to another dateNoteholders, which are reflected in which case such representations and warranties are true and correct in all material respects as statements of such other date) (and execution counsel rendered on or prior to the effective date of this Second Amendment by each Credit Party shall constitute its certification of the same)Amendment; and (d) Holdings and in consideration of the agreement of the Noteholders to amend the Note Agreement as set forth in Section 1, each Co-Issuer Noteholder shall have paid received a fee equal to 0.15% of the reasonable fees unpaid principal amount of the Notes held by such Noteholder, whether or not such Noteholder shall have executed and expenses of Chapman ▇▇▇ ▇▇▇ler L▇▇, ▇▇ecial counsel delivered a counterpart 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. 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 each of the Credit Parties, AIG Obligors and the Noteholdersholders of greater than 50% of the outstanding principal of the Notes, shall have been delivered to AIG and the Noteholders; ; (b) the Noteholders Obligors shall have received executed copies provided to the Purchasers a true, correct and complete copy of the amendments to each outstanding Principal Existing Credit Facility, including all amendments thereto, that is in each case, substantially in full force and effect as of the form previously provided to them and in form and substance reasonably satisfactory to the Noteholders; date hereof; (c) the representations and warranties of each of the Credit Parties Obligors set forth in Section 2 hereof shall be are true and correct in all material respects on and with respect to the date hereof (except to the extent such representations hereof; 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 ▇▇▇▇▇▇▇ and ▇▇▇ler L▇▇▇, ▇▇ecial LLP, counsel to the Noteholders, shall have been paid by the Obligors, 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. 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 Company and the Noteholdersholders of at least 100% in aggregate principal amount of outstanding Notes, shall have been delivered to AIG and the Noteholders; (b) the Noteholders shall have received (i) a fully executed copies copy of Amendment Number Five to the Senior Credit Agreement, and (ii) a fully executed copy 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 Seventh Amendment to the NoteholdersSenior Private Placement Agreement; (c) the representations and warranties of the Credit Parties Company set forth in Section 2 3 hereof shall be true and correct in all material respects on and with respect to the effective date hereof (except to and the extent such representations execution 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 delivery by the Company of this Second Amendment by each Credit Party shall constitute its the certification by the Company of the same); and (d) Holdings and each Co-Issuer Noteholder shall have paid received, and the reasonable fees Company hereby agrees to pay to each Noteholder, an amendment and expenses consent fee equal to 0.50% of Chapman ▇▇▇ ▇▇▇ler L▇▇, ▇▇ecial counsel to the Noteholders, in connection with aggregate principal amount of the negotiation, preparation, approval, execution and delivery outstanding Notes held by such Noteholder as of the date of this Second Amendment, such fee to be paid by wire transfer of immediately available funds in the manner provided in Schedule A to the Note Purchase Agreements. The Company’s agreement to pay such fees shall constitute an obligation to be performed by the Company under the Note Purchase Agreements for purposes of Section 12(d) thereof. Upon receipt or satisfaction 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 Credit PartiesCompany, AIG the Parent Company and the Noteholdersholders of 100% of the outstanding principal of the Notes, shall have been delivered to AIG and the Noteholders; (b) the Noteholders shall have received executed copies a copy of the amendments to each outstanding Principal Credit Facilityresolutions of the Board of Directors of the Parent Company GP authorizing the execution, in each casedelivery and performance by the Company and the Parent Company of this Second Amendment, substantially in the form previously provided to them and in form and substance reasonably satisfactory to the Noteholderscertified by its Secretary or an Assistant Secretary; (c) the representations and warranties of the Credit Parties Company and the Parent Company 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); andhereof; (d) Holdings the Noteholders shall have received the favorable opinion of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., special counsel to the Company and each Co-Issuer the Parent Company, and N▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Vice President and General Counsel of the Parent Company GP as to the matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c) hereof which shall be in form and substance satisfactory to the Required Holders; (e) the Company shall have paid the reasonable fees and expenses of Chapman C▇▇▇▇▇▇ and C▇▇▇ler L▇▇▇ LLP, ▇▇ecial counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Penn Virginia Second Amendment Upon receipt or satisfaction 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 Credit Parties, AIG Company and the Noteholdersholders of at least 66- 2/3% of the outstanding principal of the Notes, shall have been delivered to AIG and the Noteholders; ; (b) executed counterparts of the Noteholders Amended and Restated Intercreditor Agreement dated as of March 30, 2000, among the Noteholders, the Banks, the Company and each Subsidiary delivering a guaranty to the Banks in respect of the Loan Agreement, duly executed by the parties thereto, shall have received executed been delivered to the Noteholders; (c) copies of the amendments final executed form of the Loan Agreement between the Company and the Banks shall have been delivered to the Noteholders together with copies of each outstanding Principal Credit Facilityof the Guaranties delivered by the Subsidiaries in connection therewith, in each case, substantially in the form previously provided to them which Loan Agreement and Guaranties shall be in form and substance reasonably satisfactory to the Noteholders; ; and (cd) the representations and warranties of the Credit Parties Company set forth in Section 2 hereof shall be are true and correct in all material respects on and with respect to the date hereof (except to and a certificate of a Responsible Officer certifying 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 same shall have paid the reasonable fees and expenses of Chapman ▇▇▇ ▇▇▇ler L▇▇, ▇▇ecial counsel been delivered 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.effective as of the date hereof, except that, for purposes of the reporting requirements under Section 7.1(a) and (b) and 7.4 of the Note Agreements, and compliance with the covenants under Sections 9 and 10 thereof, Sections 1.1 and 1.5 hereof shall have effect in respect of fiscal periods from January 1,