Effectiveness of this Fourth Amendment Sample Clauses
The "Effectiveness of this Fourth Amendment" clause establishes when the terms and provisions of the fourth amendment to an agreement become legally binding and operational. Typically, this clause specifies the exact date or the conditions that must be met for the amendment to take effect, such as the execution by all parties or the fulfillment of certain prerequisites. Its core practical function is to ensure clarity and certainty regarding the timing of the amendment's enforceability, thereby preventing disputes about when the new or revised terms apply.
Effectiveness of this Fourth Amendment. Landlord and Tenant hereby acknowledge and agree that, notwithstanding the full execution and delivery of this Fourth Amendment by Landlord and Tenant, this Fourth Amendment is expressly conditioned upon the occurrence of the “Effective Date,” as that term is defined in that certain Settlement Agreement dated June 17, 2009 by and between Tenant and DPR Construction, Inc. (“DPR”) as amended by that certain Amendment dated June 26, 2009 (collectively, the “Settlement Agreement”) (of which Landlord is a third party beneficiary) and the full payment by Tenant to DPR of the “Aggregate Payment Amount” (i.e., $2,000,000), as that term is defined in, and pursuant to the terms of, the Settlement Agreement (the “Condition Precedent”). To the extent that the Condition Precedent is not satisfied on or before September 1, 2009, then Landlord may terminate this Fourth Amendment upon delivery of written notice thereof to Tenant, in which event this Fourth Amendment shall automatically terminate and the Lease shall continue in full force and effect as if unmodified by this Fourth Amendment. Landlord and Tenant each represent and warrant to the other that the execution and performance of this Fourth Amendment by such party has been authorized and approved by all requisite corporate, limited liability company, partnership and third party action. [Continued on the following page.]
Effectiveness of this Fourth Amendment. This Fourth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of This Fourth Amendment, duly executed by Borrower;
(b) A new note evidencing the Revolving Loan Commitment (the "New Revolving Note"); and
(c) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this Fourth Amendment. This Fourth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Fourth Amendment, duly executed by Borrower;
(b) A replacement Revolving Note, duly executed by Borrower;
(c) An Authorization to Disburse relating to the replacement Revolving Note described hereinabove, duly executed by Borrower, authorizing Bank to distribute the proceeds of Revolving Loans as required by the Agreement, as amended by this Fourth Amendment;
(d) A loan fee in the sum of Two Thousand Five Hundred Dollars ($2,500), which loan fee shall be non-refundable; and
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fourth Amendment.
Effectiveness of this Fourth Amendment. Upon satisfaction of each of the conditions set forth in Section 3 of this Fourth Amendment, this Fourth Amendment shall be deemed to be effective as of December 31, 1998.
Effectiveness of this Fourth Amendment. This Fourth Amendment shall be effective only if and when:
Effectiveness of this Fourth Amendment. Except for the definition of "Applicable Margin", which shall be effective as of December 31, 1999 and continuing until the Final Maturity Date, this Fourth Amendment shall be effective as of December 31, 1999 through December 31, 2000. Thereafter, the terms and conditions of the Agreement as in effect prior to the execution of this Fourth Amendment shall govern as if this Fourth Amendment had not been executed.
Effectiveness of this Fourth Amendment. This Fourth Amendment and the amendments to the Credit Agreement set forth in Section 5 hereof shall be effective only if and when:
(a) the Borrower, the other Loan Parties, each L/C Issuer, the Fourth Amendment Refinancing Term A Lenders, the Fourth Amendment Increase Revolving Lenders, the Fourth Amendment Increase Term A Lenders, the Revolving Lenders holding all Revolving Commitments, and the Term A Lenders holding all Term A Loans that are not repaid with the proceeds of the Fourth Amendment Refinancing Term A Loans on the Fourth Amendment Effective Date (all of the foregoing of which, after the incurrence thereof, as applicable, constitute the Required Lenders), have delivered their fully executed signature pages hereto to the Administrative Agent;
(b) subject to Section 1.08 of the Credit Agreement, each of the representations and warranties contained in Section 6 of this Fourth Amendment shall be true and correct in all material respects;
(c) subject to Section 1.08 of the Credit Agreement, after giving effect to this Fourth Amendment, no event has occurred and is continuing or will result from the execution and delivery of this Fourth Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default;
(d) the Administrative Agent shall have received:
(i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer authorized to act on behalf of each Loan Party in connection with this Fourth Amendment and the other Loan Documents;
(ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization;
(iii) a favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and
(iv) a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 7(b), 7(c) and 7(e) of this Fourth Amendment have been satisfied;
(e) the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 8.11 of...
Effectiveness of this Fourth Amendment. This Fourth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Fourth Amendment, duly executed by Borrower:
(b) A replacement Revolving Note, on Bank’s standard form therefor, in the principal amount of Forty Million Dollars ($40,000,000), duly executed by Borrower;
(c) An Authorization to Disburse, on Bank’s standard form therefor, duly executed by Borrower, authorizing Bank to disburse the proceeds of advances under the replacement Revolving Note as provided for in the Agreement, as amended hereby;
(d) An amendment fee in the sum of Fifty Thousand Dollars ($50,000); provided, however, that in the event that (i) Bank, in its sole and absolute discretion, agrees to extend the Revolving Credit Commitment Termination Date beyond the Revolving Credit Commitment Termination Date provided for in this Fourth Amendment and (ii) Borrower and Bank enter into an appropriate amendment to the Agreement providing for such extension on or before the date that is ninety (90) days after the effective date of this Fourth Amendment, then Twenty-Five Thousand Dollars ($25,000) of the aforementioned amendment fee will be applied to the fees otherwise payable by Borrower to Bank in connection with that subsequent amendment to the Agreement;
(e) A legal documentation fee in the sum of Six Hundred Dollars ($600), which legal documentation fee shall be non-refundable; and
(f) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fourth Amendment.
Effectiveness of this Fourth Amendment. This Fourth Amendment shall be effective only if and when executed by the Borrower, the Wynn Amendment Parties and the Administrative Agent, on behalf of the Lenders.
Effectiveness of this Fourth Amendment. This Fourth Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Fourth Amendment, duly executed by Borrower;
(b) A nonrefundable fee of Thirty Thousand Dollars ($30,000) in connection with the increase of the Revolving Credit Commitment as provided for herein;
(c) Borrower shall have reimbursed Bank for Bank’s costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses (including the fees of Bank’s in-house legal counsel and staff) in the amount of One Thousand Two Hundred Dollars ($1,200), incurred in connection with the negotiation and drafting of this Amendment;
(d) A replacement Revolving Note in the principal amount of Thirty-Five Million Dollars ($35,000,000), duly executed by Borrower; and
(e) An Authorization to Disburse, on Bank’s standard form, duly executed by Borrower, authorizing Bank to disburse the proceeds of the Revolving Loans made under the replacement Revolving Note as provided for in the Agreement, as amended hereby; and
(f) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Fourth Amendment.