Effectiveness of Amendments Sample Clauses
The Effectiveness of Amendments clause defines the conditions under which changes to an agreement become legally binding. Typically, this clause requires that any modifications, additions, or deletions to the contract must be made in writing and signed by all parties involved. For example, if the parties wish to alter payment terms or extend deadlines, such changes would only be valid if documented and formally agreed upon. This clause ensures that all parties are aware of and consent to any alterations, thereby preventing misunderstandings or disputes over informal or unauthorized changes.
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified:
3.1 This Amendment duly executed by the Borrower.
3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment.
3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor.
3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.
Effectiveness of Amendments. The Amendments shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the “Effective Date”):
Effectiveness of Amendments. (a) The Amendments shall become effective on such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") as the Companies and the Current Noteholders shall have indicated their written consent to the Amendments by executing and delivering to each other counterparts of this Omnibus Amendment.
(b) The willingness of the Current Noteholders to execute and deliver this Omnibus Amendment is conditioned upon the following:
(i) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit C,
(ii) the Second Priority Subsidiary Guarantee, dated as of June 12, 2000, among each of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company, as collateral trustee, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Effectiveness of Amendments. This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:
Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as set forth in such Section) shall be effective as of the first date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied:
(a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders;
(b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default;
(c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent);
(d) a Qualifying IPO shall have occurred;
(e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans;
(f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and
(g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPO.
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following:
3.1 This Amendment duly executed by the Borrower.
3.2 The Borrower shall have satisfied such other conditions as specified by the Lender, including payment of all unpaid legal fees and expenses incurred by the Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, upon delivery to the Agent of, and compliance by the Borrowers with, the following:
3.1 This Amendment, duly executed by the Borrowers, the Banks and the Agent.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank...
Effectiveness of Amendments. This Third Supplemental Indenture shall be effective upon execution hereof by the Issuer, the Guarantors and the Trustee.
Effectiveness of Amendments. This Second Supplemental Indenture shall be effective upon execution hereof by the Issuer, the Guarantors and the Trustee.
Effectiveness of Amendments. This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto. The Amendments set forth in Article Two hereof will only become operative concurrently with the acceptance for payment of Securities validly tendered and not withdrawn at or prior to the Consent Payment Deadline (as defined in the Statement) pursuant to the Offer therefor.