First Amendment Effective Date Sample Clauses
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First Amendment Effective Date. (a) This First Amendment shall become effective as of the date hereof (the “First Amendment Effective Date”) upon the satisfaction of the following conditions:
(i) the Agent shall have received counterparty signature pages of this First Amendment from each of the Borrower and each Bank;
(ii) the Agent shall have received a certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 5(b) and (c) have been satisfied;
(iii) The Company shall have paid all fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP in connection with the transactions contemplated hereby to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date;
(iv) The Loan Parties shall have provided the documentation and other information to the Agent and Banks that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written requests therefor at least five (5) Business Days prior to the First Amendment Effective Date; and
(b) Without limiting the generality of the provisions of Section 9.01 of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each Bank that has signed this First Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Agent shall have received notice from such Bank prior to the First Amendment Effective Date specifying its objection thereto.
(c) The Agent shall promptly notify the Company and the Banks of the First Amendment Effective Date.
First Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “First Amendment Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “First Amendment”.
First Amendment Effective Date. The amendments set forth in Article I shall become effective as of the date (the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:
(a) The Noteholders shall have received evidence reasonably satisfactory to them that the closing of the NYSE Merger Transactions has occurred or will occur substantially concurrently with the occurrence of the First Amendment Effective Date in accordance with the Merger Agreement (as in effect on the Execution Date), without any amendment or modification thereto that, in the reasonable determination of the Required Holders, would be adverse in any material respect to the rights or interests of the Noteholders;
(b) The Noteholders shall have received a Subsidiary Guaranty (together with the guaranty provided by New ICE Parent in Section 22 of the Note Purchase Agreement as amended by this First Amendment, the “Guaranties”), duly executed and delivered by NYSE, by which NYSE guarantees all obligations under the Note Purchase Agreement and the Notes (the “Obligations”);
(c) The Noteholders shall have received a legal opinion from counsel to the Company, New ICE Parent and NYSE, in form and substance reasonably satisfactory to Xxxxxxx and Xxxxxx LLP, as counsel to the Required Holders, addressing such matters as Xxxxxxx and Xxxxxx LLP, as counsel to the Required Holders, may reasonably request;
(d) The Noteholders shall have received (i) an unaudited consolidated balance sheet of New ICE Parent and its Subsidiaries as of the last day of the fiscal quarter most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on such date and (ii) an unaudited consolidated income statement of New ICE Parent and its Subsidiaries for the period of four fiscal quarters most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on the first day of such period, together with an Officer’s Certificate with respect to the period covered by such financial statements, executed by a Senior Financial Officer of New ICE Parent, setting forth the computation of the financial covenants set forth in Sections 10.1 and 10.2 of the Note Purchase Agreement as of the last day of the period covered by such fi...
First Amendment Effective Date. This Amendment, and the amendments and modifications set forth herein, shall be and become effective on the date (the "FIRST AMENDMENT EFFECTIVE DATE") when each of the conditions set forth in this Part shall have been fulfilled to the satisfaction of the Administrative Agent.
First Amendment Effective Date. This First Amendment shall be effective as of the date (the "First Amendment Effective Date") that there shall have been delivered to the Administrative Agent, duly executed by the parties hereto, this First Amendment.
First Amendment Effective Date. The First Amendment Effective Date shall have occurred.
First Amendment Effective Date. The obligations of the Lenders to make Term A Loans shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of the First Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the First Amendment and (ii) duly executed copies of the Loan Guaranty, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 of this Agreement payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders.
(b) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for the Borrower from its jurisdiction of organization.
(c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, dated as of the First Amendment Effective Date (i) stating that no Default has occurred and is continuing, (ii)...
First Amendment Effective Date. This Amendment shall be effective upon the satisfaction of the conditions precedent set forth in Section 6 hereof (the “First Amendment Effective Date”).
First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent):
(a) the Administrative Agent (or its counsel) shall have received (x) a counterpart signature page of this Amendment duly executed by Holdings, the Parent Borrower and each Loan Party, the Administrative Agent, each 2024 Refinancing Term Loan Lender party hereto and each Amendment No. 1 Replacement and Incremental Revolving Lender and (y) from each Converting Lender, a Converting Lender Consent substantially in the form of Exhibit B hereto (the “Converting Lender Consent”) (in each case, including by way of facsimile or other electronic transmission);
(b) to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party, certifying on behalf of such Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the prior date of delivery or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the First Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6;
(c) to the extent requested by the Administrative Agen...
First Amendment Effective Date. Subject to Section 6, this First Amendment shall become binding and effective upon the date (such date, the “First Amendment Effective Date”) on which the Administrative Agent shall have received (a) a counterpart signature page of this First Amendment duly executed by the Borrower, (b) a counterpart signature page of this First Amendment duly executed by each Lender under the Existing Credit Agreement, (c) a counterpart signature page of this First Amendment duly executed by each Incremental Term Loan Lender, (d) a counterpart signature page of this First Amendment duly executed by the Collateral Agent and (e) a counterpart signature page of this First Amendment duly executed by the Depositary Bank.