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 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 "Third 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. 3 (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 Third 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 Third 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 Third 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 of the Financing Agreement. (ii) Holland & Knight LLP, counsel to Administrative Agent. View More
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Collateral Agent, Agents, 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 No. 3 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 Lender...s. (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 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 Amendment No. 3 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 in allmaterial 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) (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 Amendment No. 3 Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. (c) Material Adverse Effect. The Loan Parties Agents shall have paid (i) an amendment fee determined, in their reasonable judgment, that no event or development shall have occurred since December 31, 2016, which could reasonably be expected to have a Material Adverse Effect. (d) Liens; Priority. The Agents shall be satisfied that the Collateral Agent solely has been granted, and holds, for its own account, the benefit of the Agents and the Lenders, a perfected, first priority Lien on and security interest in an amount equal all of the Collateral, subject only to $50,000, which fee Permitted Liens, to the extent such Liens and security interests are required pursuant to the Loan Documents to be granted or perfected on or before the Amendment No. 3 Effective Date. (e) 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 be deemed earned in full on the Second Amendment Effective Date have been obtained or made and shall be non-refundable 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 knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority which (i) relates to the Loan Documents or the transactions contemplated thereby or (ii) all fees, costs and expenses then due and payable could reasonably be expected to have a Material Adverse Effect. (f) Delivery of Documents. The Collateral Agent shall have received on or before the Amendment No. 3 Effective Date this Amendment, duly executed by the Loan Parties pursuant to and the Loan Documents, including, without limitation, the Fee Letter and Sections 2.06 and 12.04 Agents. The Agents (on behalf of the Financing Agreement. Required Lenders) (i) agree that their execution of this Amendment shall mean that the conditions to effectiveness set forth in Sections 4(c), (d) and (f) have been satisfied, and (ii) represent that the Required Lenders have consented to this Amendment. 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. -2- (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 this Amendment, duly executed by the Loan Parties and 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, 2018, 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 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 "First 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 Lend...ers. (b) 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 First 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 First 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) date), provided however the representations and warranties contained in Sections 3.8, 3.11 and 3.12 are also true and correct in all material respects as of the First Amendment Effective Date 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). 3 (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 First 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 First Amendment Effective Date the following, each in form and shall be non-refundable substance reasonably satisfactory to the Lender and, unless indicated otherwise, dated the First Amendment Effective Date: (i) this Amendment and the Term Note (2022), duly executed by each Borrower; and (ii) all fees, costs and expenses then due and payable by the Loan Parties pursuant a certificate of an authorized officer of each Borrower, certifying as to the Loan Documents, including, without limitation, the Fee Letter matters set forth in subsections (a) and Sections 2.06 and 12.04 (b) of the Financing Agreement. this Section 6. 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 "First 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 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 First 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 First 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 First 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 and 12.04 expenses of Schulte Roth & Zabel LLP, counsel to the Financing Agreement. Origination Agent. 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 "Ninth 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 Lend...ers. (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 Ninth 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 Ninth 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 Ninth 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 Ninth 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 Ninth 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
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 "Eleventh 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 L...enders. (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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh 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
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, The effectiveness of this Consent is subject to the fulfillment, in a manner satisfactory to the Collateral Origination Agent, of the following conditions condition precedent (the first date upon which all such conditions condition shall have been satisfied being herein called the "Second Amendment "Consent Effective Date"): (a) Delivery of Documents. The Collateral Agent shall have received this Amendment duly executed and de...livered by the Loan Parties, the Agents and the Lenders. Required Lenders shall have executed this Consent and received a counterpart of this Consent that bears the signatures of each Loan Party. (b) Representations and Warranties. The representations and warranties contained in ARTICLE this Consent 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 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 Amendment Consent 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 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" 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 Consent Effective Date or would result from this Amendment Consent 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 Consent 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 Section 2.06 and Section 12.04 of the Loan Documents, Financing Agreement, including, without limitation, the Fee Letter reasonable fees and Sections 2.06 and 12.04 expenses of Schulte Roth & Zabel LLP, counsel to the Financing Agreement. Origination Agent. 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 "Tenth 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 Lend...ers. (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 Tenth 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 Tenth 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 Tenth 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 Tenth 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 Tenth 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
Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, full (or waiver by the Agents), in a manner satisfactory to the Collateral Agent, Agents, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the "Second "Eighth Amendment Effective Date"): (a) Delivery of Documents. The Collateral Agent Agents shall have received this Amendment the following documents: (i)this Amendment, duly executed and delivered... by the Loan Parties, each Agent and each Lender; and (ii)Amendment No. 1 to Junior Participation Agreement, dated as of the Agents date hereof, duly executed by the Junior Participant (as defined therein), the Collateral Agent and the Lenders. 7 (b) Representations and Warranties. The representations and warranties contained in ARTICLE VI of this Amendment, in the Financing Agreement (as amended hereby) and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender 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 Eighth Amendment Effective Date as though made on and as of the Second Eighth 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 qualification)). (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 Eighth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Payment of Fees, Etc. The Loan Parties Collateral Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since September 30, 2019 which could reasonably be expected to have a Material Adverse Effect. (e) The 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 Eighth Amendment Effective Date and shall be non-refundable and (ii) all fees, costs costs, expenses and expenses taxes then due and payable by the Loan Parties pursuant to Section 2.06 of the Loan Documents, including, without limitation, the Fee Letter Financing Agreement and Sections 2.06 and Section 12.04 of the Financing Agreement. View More
