Conditions to Effectiveness Clause Example with 33 Variations from Business Contracts
This page contains Conditions to Effectiveness clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the "Second Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent shall have received this Amendment duly executed and delivered by the Loan Parties, the Agents and the Lenders. (b) Representations and Warranties. The represent...ations and warranties contained in ARTICLE VI of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. The Loan Parties shall have paid (i) an amendment fee to the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 of the Financing Agreement.View More
Variations of a "Conditions to Effectiveness" Clause from Business Contracts
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner reasonably satisfactory to the Collateral Agent, Agents, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied or waived being herein called the "Second Amendment "Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent Agents shall have received this Amendment Amendment, duly executed and delivered by the Loan Parties, the Agents each Age...nt and the Required Lenders. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI of this Amendment and in the Financing Credit Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date Other Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except such date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, Except as expressly waived herein, no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment 4 6. Continued Effectiveness of Fees, Etc. The the Credit Agreement and Other Documents. Each Loan Parties Party hereby (i) acknowledges and consents to this Amendment, (ii) confirms and agrees that the Credit Agreement and each Other Document to which it is a party is, and shall have paid (i) an amendment fee continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date all references in any such Other Document to "the Credit Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended or modified by this Amendment, and (iii) confirms and agrees that to the extent that any such Other Document purports to assign or pledge to the Collateral Agent solely for its own account, the benefit of the Agents and the Lenders, or to grant to the Collateral Agent for the benefit of the Agents and the Lenders a security interest in an amount equal to $50,000, which fee shall be deemed earned in full on or Lien on, any Collateral as security for the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by Obligations of the Loan Parties pursuant from time to time existing in respect of the Credit Agreement (as amended hereby) and the Other Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Documents, Parties, other than as expressly provided herein, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 Loan Parties' obligations to repay the Loans in accordance with the terms of Credit Agreement, or the obligations of the Financing Agreement. Loan Parties under any Other Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or any Lender under the Credit Agreement or any Other Document, nor constitute a waiver of any provision of the Credit Agreement or any Other Document. View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner reasonably satisfactory to the Collateral Origination Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied or waived being herein called the "Second "Seventh Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent Agents shall have received this Amendment Amendment, duly executed and delivered by the Loan Parties, the Agents each A...gent and the Required Lenders. (b) Representations and Warranties. The representations and warranties contained in ARTICLE this Amendment and in Article VI of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Seventh Amendment Effective Date Date, after giving effect to this Amendment (including the waiver set forth in Section 3 hereof), as though made on and as of the Second Amendment Effective Date, except such date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second Seventh Amendment Effective Date Date, after giving effect to this Amendment (including the waiver set forth in Section 3 hereof), or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. The Loan Parties Borrowers shall have paid (i) an amendment fee to on or before the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Seventh Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant to the Loan Documents, Section 2.06 and Section 12.04, including, without limitation, the Fee Letter reasonable fees and Sections 2.06 expenses of (i) Schulte Roth & Zabel LLP, counsel to the Origination Agent and 12.04 (ii) Holland & Knight LLP, counsel to Administrative Agent. 9 (e) The Loan Parties shall have provided to the Origination Agent an updated duly executed Perfection Certificate as of the Financing Agreement. Seventh Amendment Effective Date. (f) The Origination Agent shall have received duly executed copies of all documents evidencing the CARES Act Loan. (g) The Origination Agent shall have received a copy of the Budget in the form attached hereto as Exhibit A. (h) The Origination Agent shall have determined, in its sole judgment, that no event or development shall have occurred since December 31, 2019 which could reasonably be expected to have a Material Adverse Effect. (i) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with execution and performance of the Seventh Amendment and the transactions contemplated thereunder or the conduct of the Loan Parties' business shall have been obtained and shall be in full force and effect. View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Administrative Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called hereinafter referred to as the "Second Amendment "Amendment Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received this paid on or before the Amendment duly executed Effectiv...e Date (i) an amendment fee equal to $5,000,000, which fee shall be fully earned, due and delivered by payable to Administrative Agent on the Loan Parties, Amendment Effective Date, and (ii) all fees, costs, expenses and taxes then payable, if any, pursuant to Section 2.7 or 10.2 of the Agents and the Lenders. Financing Agreement. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI this Amendment and in Article IV of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, that date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 date. (c) No Default; Event of Default. No Default or Event of Default. After giving effect to this Amendment, no Default or (other than the Specified Event of Default Default) shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment Delivery of Fees, Etc. Documents. The Loan Parties Administrative Agent shall have paid (i) an amendment fee to received on or before the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable Date: (i) this Amendment, duly executed by the Loan Parties Parties, the Administrative Agent and the Lenders; and (ii) an amendment to each Warrant to Purchase Common Stock dated August 5, 2020 issued by the Borrower to Sixth Street, Redwood IV Finance 1, LLC and TAO Finance 1, LLC, in each case in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower. (e) Material Adverse Effect. The Administrative Agent shall have determined, in its reasonable judgment, that no event or development shall have occurred since December 31, 2019, which could reasonably be expected to have a Material Adverse Effect. (f) Liens; Priority. The Administrative Agent shall be satisfied that the Administrative Agent has been granted, and holds, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien on and security interest in all of the Collateral, subject only to Permitted Liens, to the extent such Liens and security interests are required pursuant to the Loan Documents, including, Documents to be granted or perfected on or before the Amendment Effective Date. (g) Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the Fee Letter and Sections 2.06 and 12.04 knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which (i) relates to the Financing Agreement. Loan Documents or the transactions contemplated thereby or (ii) could reasonably be expected to have a Material Adverse Effect. View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Administrative Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called hereinafter referred to as the "Second Amendment "Amendment Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received this paid on or before the Amendment duly executed Effectiv...e Date all fees, costs, expenses and delivered by taxes then payable, if any, pursuant to Section 2.7 or 10.2 of the Loan Parties, the Agents and the Lenders. Financing Agreement. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI this Amendment and in Article IV of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, that date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 date. (c) No Default or Default; Event of Default. After giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment Delivery of Fees, Etc. Documents. The Loan Parties Administrative Agent shall have paid (i) an amendment fee to received on or before the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable Date: (i) this Amendment, duly executed by the Loan Parties Parties, the Administrative Agent and the Lenders; and (ii) (A) the Warrant to Purchase Common Stock of the Borrower and (B) the Subscription Agreement between the Borrower and Sixth Street, in each case dated as of the date hereof and in form and substance acceptable to the Administrative Agent and the Lenders. (e) Material Adverse Effect. The Administrative Agent shall have determined, in its reasonable judgment, that no event or development shall have occurred since December 31, 2019, which could reasonably be expected to have a Material Adverse Effect. (f) Liens; Priority. The Administrative Agent shall be satisfied that the Administrative Agent has been granted, and holds, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien on and security interest in all of the Collateral, subject only to Permitted Liens, to the extent such Liens and security interests are required pursuant to the Loan Documents, including, Documents to be granted or perfected on or before the Amendment Effective Date. (g) Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the Fee Letter and Sections 2.06 and 12.04 knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which (i) relates to the Financing Agreement. Loan Documents or the transactions contemplated thereby or (ii) could reasonably be expected to have a Material Adverse Effect. View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Administrative Agent, of the following conditions precedent on or before July 13, 2022 (the first date on or before July 13, 2022 upon which all such conditions shall have been satisfied being herein called hereinafter referred to as the "Second "Amendment Effective Date"): (a)Payment of Fees, Etc. The Borrowers shall have paid on or before the Amendment Effective Date"): (a) Delivery... Date (i) the Amendment No. 12 PIK Fee, which fee shall be fully earned, due and payable to Administrative Agent on the Amendment Effective Date and added to the principal amount of Documents. The Collateral Agent shall have received this Amendment duly executed the Term Loan, and delivered by (ii) all fees, costs, expenses and taxes then payable, if any, pursuant to Section 2.7 or 10.2 of the Loan Parties, the Agents and the Lenders. (b) Representations Financing Agreement. (b)Representations and Warranties. The representations and warranties contained in ARTICLE VI this Amendment and in Article IV of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to Document (with the Second Amendment Effective Date exception of the representations and warranties made in Sections 4.5, 4.9, 4.19 and 4.23(d) of the Financing Agreement) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, that date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) No Default or date. (c)No Default; Event of Default. After giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment (d)Delivery of Fees, Etc. Documents. The Loan Parties Administrative Agent shall have paid (i) an amendment fee to received on or before the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable this Amendment, duly executed by the Loan Parties Parties, the Administrative Agent and the Lenders. (e)Liens; Priority. The Administrative Agent shall be satisfied that the Administrative Agent has been granted, and holds, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien on and security interest in all of the Collateral, subject only to Permitted Liens, to the extent such Liens and security interests are required pursuant to the Loan Documents, including, Documents to be granted or perfected on or before the Amendment Effective Date. (f)Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the Fee Letter and Sections 2.06 and 12.04 knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which (i) relates to the Financing Agreement. Loan Documents or the transactions contemplated thereby or (ii) could reasonably be expected to have a Material Adverse Effect. View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Administrative Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called hereinafter referred to as the "Second Amendment "Amendment Effective Date"): (a) Delivery Payment of Documents. Fees, Etc. The Collateral Agent Borrowers shall have received paid on or before the Amendment Effective Date (i) the Amen...dment No. 9 PIK Fee, which fee shall be fully earned (except that the Waivable Portion of the Amendment No. 9 PIK Fee may be waived in accordance with Section 4 of this Amendment), due and payable to Administrative Agent on the Amendment duly executed Effective Date and delivered by added to the Loan Parties, principal amount of the Agents Term Loan, and (ii) all fees, costs, expenses and taxes then payable, if any, pursuant to Section 2.7 or 10.2 of the Lenders. Financing Agreement. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI this Amendment and in Article IV of the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to Document (with the Second Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as exception of the Second Amendment Effective Date as though representation and warranty made on and as in Section 4.9 of the Second Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty Financing Agreement) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or 128671008v12 "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 date. (c) No Default; Event of Default. No Default or Event of Default. After giving effect to this Amendment, no Default or Event (other than the Specified Events of Default Default) shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment Delivery of Fees, Etc. Documents. The Loan Parties Administrative Agent shall have paid (i) an amendment fee to received on or before the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable Date, this Amendment, duly executed by the Loan Parties Parties, the Administrative Agent and the Lenders. (e) Material Adverse Effect. The Administrative Agent shall have determined, in its reasonable judgment, that no event or development shall have occurred since December 31, 2021, which could reasonably be expected to have a Material Adverse Effect. (f) Liens; Priority. The Administrative Agent shall be satisfied that the Administrative Agent has been granted, and holds, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien on and security interest in all of the Collateral, subject only to Permitted Liens, to the extent such Liens and security interests are required pursuant to the Loan Documents, including, Documents to be granted or perfected on or before the Amendment Effective Date. (g) Approvals. All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with any Loan Document or the transactions contemplated thereby or the conduct of the Loan Parties' business shall have been obtained or made and shall be in full force and effect. There shall exist no claim, action, suit, investigation, litigation or proceeding (including, without limitation, shareholder or derivative litigation) pending or, to the Fee Letter and Sections 2.06 and 12.04 knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which (i) relates to the Financing Agreement. Loan Documents or the transactions contemplated thereby or (ii) could reasonably be expected to have a Material Adverse Effect. View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, full (or waiver by the Administrative Agent), in a manner satisfactory to the Collateral Administrative Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the "Second "Third Amendment Effective Date"): (a) Delivery of Documents. The Collateral Administrative Agent shall have received this Amendment Amendment, duly executed and delivered by t...he Loan Parties, the Agents Administrative Agent and the Required Lenders. (b) Representations The Administrative Agent shall have received an amendment to the ABL Credit Agreement, in form and Warranties. substance reasonably satisfactory to the Administrative Agent, duly executed by the Loan Parties, the ABL Administrative Agent and the "Required Lenders" under the ABL Credit Agreement. 6 (c) The representations and warranties contained in ARTICLE VI of this Amendment, in the Financing Credit Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Third Amendment Effective Date as though made on and as of the Second Third Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) qualification)). (d) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second Third Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. (e) The Loan Parties Administrative Agent and the Lenders, as applicable, shall have paid (i) an amendment fee to the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) received payment of all fees, costs expenses and expenses then other amounts due and payable to them on or prior to the Third Amendment Effective Date, including any reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lenders and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders) required to be reimbursed or paid by the Borrower hereunder, or under any other Loan Parties pursuant to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 of the Financing Agreement. Document. View More
Conditions to Effectiveness. This Amendment shall become be effective only upon the satisfaction in full, in a manner satisfactory to the Collateral Agent, of each of the following conditions precedent (the first on or before the date upon which all such conditions shall have been satisfied being herein called of this Amendment: (a) the "Second Amendment Effective Date"): (a) Delivery Lender's receipt of Documents. The Collateral Agent shall have received this Amendment duly executed and delivered counterparts of this Amend...ment, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., "pdf" or "tif " via e-mail), properly executed by an officer of the Loan Parties, Borrower, and in form and substance reasonably satisfactory to the Agents and Lender. (b) the Lenders. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI of the Financing Agreement (as amended hereby) this Amendment and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date). 6 (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second First Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. The Loan Parties shall have paid (i) an amendment fee to the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 of the Financing Agreement.View More
Conditions to Effectiveness. This First Amendment shall become effective only upon satisfaction in full, in a manner reasonably satisfactory to the Collateral Agent, Agents, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied or waived being herein called the "Second "First Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent Agents shall have received this Amendment First Amendment, duly executed and delivered by the Loan Parties, the Agents...each Agent and the Required Lenders. (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI this First Amendment and in Article V of the Financing Credit Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second First Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except such date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (in date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 4 (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second First Amendment Effective Date or would result from this First Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. The Loan Parties shall have paid (i) an amendment fee to the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Amendment Effective Date and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant to the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 of the Financing Agreement.View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner reasonably satisfactory to the Collateral Agent, Lender and its counsel, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied (or waived) being herein called the "Second "Thirteenth Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent shall have received this Amendment duly executed and delivered by the Loan Parties, the Agents and the... Lenders. (b) a) Representations and Warranties. The representations and warranties contained in ARTICLE VI this Amendment and in Article 3 of the Financing Loan Agreement (as amended hereby) and in each other Loan Document, certificate or other writing document delivered to Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Second Thirteenth Amendment Effective Date shall be are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which thereof (which representations and warranties shall be true and correct in all respects subject to such qualification) qualification), on and as of the Second Thirteenth Amendment Effective Date as though made on and as of the Second Amendment Effective Date, such date, except to the extent that any such representation or warranty (after taking into account this Amendment) expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). 6 (c) 2 b) No Default or Default; Event of Default. After giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing on the Second Thirteenth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment c) Delivery of Fees, Etc. Documents. The Loan Parties Lender shall have paid (i) an amendment fee to received on or before the Collateral Agent solely for its own account, in an amount equal to $50,000, which fee shall be deemed earned in full on the Second Thirteenth Amendment Effective Date the following, each in form and shall be non-refundable and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant substance reasonably satisfactory to the Loan Documents, including, without limitation, Lender and, unless indicated otherwise, dated the Fee Letter Thirteenth Amendment Effective Date: i) this Amendment, duly executed by each Borrower; and Sections 2.06 ii) a certificate of an authorized officer of each Borrower, certifying as to the matters set forth in subsections (a) and 12.04 (b) of the Financing Agreement. this Section 3. View More
