Amendment Effectiveness Clause Samples

Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “First Incremental Term Facility Amendment Effective Date”) on which the following conditions have been satisfied or waived: (a) The Administrative Agent and KKR Capital Markets LLC (the “Arranger”) (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the First Additional Term B Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) The obligation of the First Additional Term B Lender party hereto to make First Additional Term Loans on the First Incremental Term Facility Amendment Effective Date is subject to the satisfaction of the following conditions: (i) Immediately before and after giving effect to the borrowing of the First Additional Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Incremental Term Facility Amendment Effective Date. (ii) The Administrative Agent and the First Additional Term B Lender party hereto shall have received a certificate of a Responsible Officer of the Borrower dated the First Incremental Term Facility Amendment Effective Date, certifying compliance with clause (i) above. (iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent and the First Additional Term B Lender party hereto and dated the First Incremental Term Facility Amendment Effective Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York and Delaware counsel for the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion. (iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the Effective Date), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a...

Amendment Effectiveness. This Amendment shall become effective on and as of the first date on which the following conditions have been satisfied (such date, the “First Amendment Effective Date”):

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: i. an original counterpart of this Amendment, duly executed by each Borrower, the Administrative Agent and the Majority Revolving Lenders; and ii. a certificate signed by a Responsible Officer of each Borrower certifying that (A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date (except to the extent (x) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (y) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (B) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date; and (b) the Borrowers shall have paid (i) the fees referred to in Section 3 of this Amendment and (ii) all fees, charges and disbursements of counsel to the Administrative Agent and the Arranger to the extent invoiced at least one (1) day prior to the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Effective Date”; provided that the Amendment shall not be effective if the conditions referred to herein are not satisfied (or waived) within 60 days of the date that the Amendment is duly executed by each Borrower, the Administrative Agent and each Revolving Lender.

Amendment Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, Parent and the Required Lenders; and (b) the Administrative Agent shall have received all fees and reimbursement of all expenses required to be paid by the Borrower in connection with the transactions contemplated hereby.

Amendment Effectiveness. Section 1.02 of this Amendment No. 2 shall become effective as of the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each of the following conditions have been satisfied: (a) The Administrative Agent shall have received duly executed counterparts of this Amendment No. 2 from (i) the Borrower, (ii) the other Loan Parties and (iii) the Administrative Agent. (b) The representations and warranties of the Borrower and each other Loan Party contained in Section 2.01 hereof shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date; provided that, in each case, to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) After giving effect to this Amendment No. 2 and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment No. 2, including, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent. (e) The Administrative Agent shall have not received, by 5:00 p.m. on the fifth (5th) Business Day after the date hereof, written notice of objection to this Amendment No. 2 from Lenders comprising the Required Lenders.

Amendment Effectiveness. The Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received from (i) the Borrowers, (ii) Holdings, (iii) Lenders that constitute at least the Required Lenders and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. The Administrative Agent shall notify the Borrowers and the Lenders of the Third Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effectiveness. Sections 1.01 of this Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which the following conditions have been satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the Required Revolving Lenders, (iv) each Issuing Bank and (v) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the Third Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

Amendment Effectiveness. This Second Amendment shall become effective on the date on which each of the following conditions shall have been satisfied (the “Second Amendment Effective Date”).

Amendment Effectiveness. This Amendment shall become effective as of the Effective Date (subject to the last paragraph of Section 6.2(b)) when all of the conditions set forth in this Section 6(a) have been satisfied.