Effectiveness Conditions Sample Clauses

Effectiveness Conditions. This Amendment shall become effective upon the satisfaction of the following conditions: (a) Delivery to Agent of this Amendment executed by Borrower and each Subsidiary Guarantor; and (b) Payment to Agent of all of Agent’s Expenses.

Effectiveness Conditions. This Amendment shall be effective (the “Effective Time”) upon completion of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counsel): (a) execution and delivery by Company to Investor of this Amendment; (b) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Time, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Time, and (iii) the authority and incumbency of the officers of the Company executing this Amendment and any other documents required to be executed or delivered in connection therewith; and (c) execution and/or delivery by Company of all agreements, instruments and documents requested by Investor to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed hereunder.

Effectiveness Conditions. This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Lender and Lender’s counsel): a. Execution and delivery by Borrower to Lender of this Amendment; and b. Execution and/or delivery of all other agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Existing Loan Documents.

Effectiveness Conditions. This Amendment shall become effective upon (a) the execution by Borrower and Lender of this Amendment, (b) delivery of same to Lender and (c) payment by Borrower of all of Lender’s costs and expenses (including reasonable attorney fees) incurred in connection with the preparation of this Amendment.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counsel): (a) Er▇▇ ▇▇▇ ▇hall have resigned from all officer and director positions with the Company and any of its subsidiaries; (b) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company; (c) execution and delivery by Company to Investor of this Amendment; (d) delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Date, and (iii) the authority and incumbency of the officers of the Company executing this Amendment and any other documents required to be executed or delivered in connection therewith; (g) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date; (h) the execution and delivery by the Company to the Investor of an Amended and Restated Promissory Note in the form attached hereto as Exhibit A; and (i) execution and delivery by Company of all agreements, instruments and documents requested by Investor to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed ...

Effectiveness Conditions. This Amendment shall become effective on the first date that all of the following conditions have been fully satisfied (such date, the “Third Amendment Effective Date”): (i) JPMorgan Chase Bank, N.A. (the “Amendment Arranger”), shall have received signature pages to this Amendment duly executed by the Borrowers and the Required Lenders. (ii) No Default or Event of Default shall have occurred and be continuing or result after giving effect to this Amendment. (iii) The representations and warranties made by each Borrower in the Amended Credit Agreement and in the other Loan Documents are true and complete 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) with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date) (in which case such representation or warranty shall be true and correct in all material respects 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” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (iv) Each Lender providing its executed signature page to this Amendment by such time and date specified by the Amendment Arranger shall have received from the Borrowers all fees required to be paid to such consenting Lenders in connection with this Amendment and the Amendment Arranger shall have received from the Borrowers such other fees, costs and expenses to be paid on the date hereof as separately agreed between the Borrowers and the Amendment Arranger.

Effectiveness Conditions. This Amendment shall be effective upon execution of this Amendment by all parties hereto.

Effectiveness Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of this Amendment; (b) Execution and delivery by Borrowers of the Amended and Restated Revolving Note; (c) Execution and delivery by Borrowers and Lockbox Bank of the Governmental Depository Agreement and Commercial Depository Agreements; (d) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, the Amended and Restated Revolving Note, and each document required to be delivered by any Section hereof; (e) Delivery by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers ...

Effectiveness Conditions. The amendments and other agreements set forth herein shall be effective upon the satisfaction of all of the following conditions precedent, each to the satisfaction of the Administrative Agent in its sole discretion: (a) Receipt by the Administrative Agent from each of the Lenders, the Administrative Agent and Borrowers, of a counterpart of this Amendment signed on behalf of such party; and (b) Receipt by the Administrative Agent of such other documents, instruments and certificates as the Administrative Agent shall reasonably request.