Amendment Conditions Clause Examples

Amendment Conditions. (a) The effectiveness of Section 2 of this Amendment shall be subject to the following conditions precedent: (i) Borrower, Administrative Agent and all of the Lenders shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3(a) have been satisfied; (ii) No Default or Event of Default under the Loan Agreement shall have occurred and be continuing; and (iii) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement. (b) Within two (2) Business Days of the date hereof (or such other date as Administrative Agent may in its sole discretion permit), Borrower shall duly execute and deliver a Warrant, in form and substance satisfactory to Administrative Agent, to each Lender. (c) On the date of the execution of each Warrant pursuant to clause (b) above, except as otherwise disclosed in Borrower’s Public Filings, the representations and warranties in Section 7 of the Loan Agreement shall be true in all material respects (unless qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects), except that (i) the representation regarding representations and warranties that refer to a specific earlier date shall be that they were true on such earlier date and (ii) the representation regarding representations under Sections 7.05(b), 7.05(c), 7.08, 7.14 and 7.16 shall be that they were true on the first Borrowing Date.

Amendment Conditions. Notwithstanding Lender’s negotiation, preparation or execution of this Agreement or any of the instruments or documents required herein and notwithstanding anything else to the contrary, no modification or amendment to the Loan, the Note or the Loan Documents shall be deemed to have occurred unless and until all of the following conditions (the “Amendment Conditions”) have been satisfied (the date of such satisfaction, the “Third Amendment Effective Date”): (a) Borrower shall execute and acknowledge, where applicable, and deliver to Lender each of the following: (i) this Agreement in form and substance satisfactory to Lender; (ii) amendments to the Mortgages in form and substance satisfactory to Lender (the “Mortgage Amendments”); and (iii) any instructions to Fidelity National Title Insurance Company (the “Title Company”) as may be requested by the Title Company as necessary to carry out the terms of this Agreement. (b) The Title Company shall be unconditionally and irrevocably committed to issue to Lender, at Borrower’s sole cost and expense, such endorsements to the existing lender’s title insurance policies covering the facilities known as (i) Anderson Place, in Anderson, South Carolina, and (ii) Creston Village, in Paso ▇▇▇▇▇▇, California (collectively, the “Title Policies”), as Lender may reasonable require, including a CLTA 110.5 endorsement or its equivalent. (c) Borrower shall deposit with the Title Company an amount sufficient to pay for the cost of all endorsements to the Title Policies required pursuant to Section 2(b) above and all other fees and expenses, including recording fees, incurred by the Title Company in connection with this transaction. (d) The Mortgage Amendments shall have been properly recorded in the applicable counties and states.

Amendment Conditions. Any prior Amendment to this Agreement is hereby revoked to the extent it is inconsistent with this Amendment. All other terms and conditions will remain in full force and effect.

Amendment Conditions. This Amendment is subject to and contingent upon the consummation of the assignment by LAACO of its leasehold interest, to Lessee (the “Assignment”), and upon the County’s written consent to the Assignment, in the form attached as Exhibit “B” hereto (the “Consent”) and incorporated herein by this reference. This Amendment shall be effective on the date (the “Effective Date”) on which said Consent is executed by the Board of Supervisors of Los Angeles County. In the event this Amendment is not approved by the Board of Supervisors of Los Angeles County, this Amendment is hereby deemed terminated and of no further force and effect.

Amendment Conditions. The provisions of Article II of this Amendment shall become effective upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent) (the “Amendment Effective Date,” and each of the Waiver Effective Date and the Amendment Effective Date, an “Effective Date”):

Amendment Conditions. For purposes of this Agreement the following shall constitute the "Amendment Conditions": (a) There shall be no default or Event of Default existing under the terms of the Credit Agreement; (b) PNI shall have caused to be made a principal payment against the Note out of the proceeds of the Sale in the amount of Two Million Four Hundred Fifty-Four 3 Thousand Seven Hundred Fifty U.S. Dollars and Fifty Eight Cents ($2,454,750.58) in immediately available funds, so that the unpaid principal balance of the Note, (after giving effect to such principal payment and the payment for the sale of the Collateral, as set forth in Section 5(c) below) is One Million Nine Hundred Seventy Four Thousand One Hundred Ninety Seven U.S. Dollars and Forty Cents ($1,974,197.40) ("Principal Balance"); (c) In addition to the principal payment pursuant to Section 5(b), PNI shall have paid any past due interest (including, but not limited to, the December 1999 interest payment of $46,671.70) and all amounts required to be paid by the Credit Agreement due to PNI's sale of Collateral (including, but not limited to, the amount due for the November 1999 sale of Collateral, which PNI has represented to Glenayre to be $25,802.60); and (d) Glenayre shall have received a fully executed copy of this Agreement.

Amendment Conditions. As a condition precedent to the effectiveness of this Amendment, Borrower shall: (a) Execute and deliver to Lender this Amendment; and (b) Deliver to Lender such other documents as Lender shall request.

Amendment Conditions. As provided in Section 4 hereof, the amendments to the Credit Agreement set forth in said Section 4 shall become effective, as of the date hereof, upon the satisfaction of the condition precedent that the Agent shall have received the following (each in form and substance satisfactory to it):

Amendment Conditions. For purposes of this Agreement the following shall constitute the "Amendment Conditions": a) There shall be no default or Event of Default existing under the terms of the Credit Agreement; b) Borrowers shall have delivered to Lender evidence satisfactory to Lender that the net proceeds paid by buyer to Borrower from the sale of the assets of EPS will be an amount of at least $13,000,000; c) Borrowers shall have caused to be made a principal payment against the Parent Note out of the proceeds of the sale of the assets of EPS in the amount of $2,000,000.00 in immediately available funds and shall pay the Company Note in full; d) Borrowers and Parent shall have paid any past due interest; e) Borrowers shall have caused to be made a payment to Lender of a loan fee out of the proceeds of the sale of the assets of EPS in the amount of $25,000.00; and f) Borrowers shall have received at least $2,569,425 cash out of the proceeds of the sale of the assets of EPS for operating capital which are to be placed in a Lender account.