Common use of RSA Effective Date Clause in Contracts

RSA Effective Date. This RSA shall become effective and binding upon each of the Parties according to its terms on the date (the ”RSA Effective Date”) when: (a) each of the entities comprising the Company shall have executed and delivered counterpart signature pages of this RSA, the DIP Commitment Letter, attached hereto as Exhibit B, and the DIP Credit Agreement, attached hereto as Exhibit C, to counsel for the Supporting Lenders; (b) the Supporting Lenders shall have executed and delivered counterpart signature pages of this RSA, the DIP Commitment Letter, and the DIP Credit Agreement to counsel for the Company; (c) the Company shall have delivered the Approved Budget (as defined below), which shall provide for the payment of all reasonable and documented outstanding costs and expenses of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP and Ankura Consulting Group, LLC as advisors to the Supporting Lenders that have been invoiced and presented to the Company; and (d) counsel for the Company shall have given notice to counsel for the Supporting Lenders in the manner set forth in Section 9.11 (by email or otherwise) hereof that the other conditions to the RSA Effective Date set forth in this Section 1 have occurred. Notwithstanding the foregoing, the Parties agree that the counterpart signature pages of the Company and the Supporting Lenders to the DIP Credit Agreement shall be held in escrow by their respective opposing counsel and shall be deemed released from escrow upon the entry by the Bankruptcy Court of the Interim DIP Order (as defined in the DIP Credit Agreement) and upon satisfaction or waiver of the other conditions precedent set forth in the DIP Credit Agreement.

RSA Effective Date. This RSA shall become effective and binding upon each of the Parties according to its terms on the date day (the ”“RSA Effective Date”) when: on which: (a) each the Company has executed and delivered counterpart signature pages of this RSA to counsel to certain of the entities comprising Consenting Senior Noteholders (the Company “Ad Hoc Group”); (b) holders of at least $70 million of the principal amount of outstanding Senior Notes Claims (as defined herein) shall have executed and delivered counterpart signature pages of this RSA, the DIP Commitment Letter, attached hereto as Exhibit B, and the DIP Credit Agreement, attached hereto as Exhibit C, RSA to counsel for the Supporting Lenders; (b) the Supporting Lenders shall have executed and delivered counterpart signature pages of this RSA, the DIP Commitment Letter, and the DIP Credit Agreement to counsel for the Company; ; (c) the Company Company, the Plan Sponsors, and the Equity Parties shall have delivered executed the Approved Budget (as defined below), which shall provide for the payment of all reasonable and documented outstanding costs and expenses of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP and Ankura Consulting Group, LLC as advisors to the Supporting Lenders that have been invoiced and presented to the Company; and Tender Offer Agreements; (d) counsel for the Company and the Plan Sponsors shall have given notice executed the Recapitalization Agreement; (e) the representations and warranties of the Company herein shall be true and correct in all material respects when made and on the RSA Effective Date, and Maxcom Telecomunicaciones shall have performed or complied with, and caused its subsidiaries to counsel for perform or comply with, in all material respects, each of its covenants and obligations required by this RSA to be performed or complied with prior to or at the Supporting Lenders RSA Effective Date; and (f) the payment in full of all fees and expenses submitted in accordance with this RSA to the manner set forth in Section 9.11 (by email or otherwise) hereof that the other conditions to Company as of the RSA Effective Date set forth in this pursuant to Section 1 have occurred. Notwithstanding the foregoing, the Parties agree 3.02(l) hereof; provided that the counterpart RSA Effective Date must occur no later than July 3, 2013; and provided, further, that if the RSA Effective Date does not occur, all signature pages of the Company and the Supporting Lenders to the DIP Credit Agreement RSA shall be held in escrow by their respective opposing counsel returned to the Consenting Senior Noteholders and no Party shall be deemed released from escrow upon have any obligations hereunder (without prejudice to the entry by Consenting Senior Noteholders’ rights and remedies under the Bankruptcy Court of the Interim DIP Order (as defined in the DIP Credit Agreement) Existing Indenture and upon satisfaction or waiver of the any other conditions precedent set forth in the DIP Credit Agreementagreements).