Amendment and Restatement Agreement Sample Clauses

Amendment and Restatement Agreement. Satisfaction of each of the conditions precedent to effectiveness set forth in clauses (a), (b), (d) and (e) of Section 3 of the Amendment and Restatement Agreement.
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Amendment and Restatement Agreement. On or prior to the Amendment and Restatement Effective Date, Holdings, the Borrower and the Subsidiary Guarantors shall have executed and delivered to the Administrative Agent a counterpart of the Amendment and Restatement Agreement.
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Amendment and Restatement Agreement. EXECUTED AS A DEED ) by and on behalf of ) MiNT LNG III, LTD. ) /s/ [ILLEGIBLE] (as Borrower) ) by XXXX XXXXXXXX ) in the presence of: Xxxx Xxxxx
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Amendment and Restatement Agreement. Relating to a Security over Shares Agreement, to be dated on or about the Closing Date, between the Borrower and the Collateral Administrative Agent.
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Amendment and Restatement Agreement. The Effective Date shall be confirmed in a notice delivered by the Intercreditor Agent to the Administrative Agent and such notice shall be conclusive for all purposes hereunder. Table of Contents Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 3 Section 1.01 Certain Defined Terms 3 Section 1.02 Computation of Time Periods 15 Section 1.03 Accounting Terms 15 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES 16 Section 2.01 The Advances, Letter of Credit Advances 16 Section 2.02 Making the Letter of Credit Advances 16 Section 2.03 Fees 16 Section 2.04 Repayment of Letter of Credit Advances 17 Section 2.05 Interest 17 Section 2.06 Application of Payments Received 18 Section 2.07 Increased Costs 18 Section 2.08 Payments and Computations 18 Section 2.09 Taxes 20 Section 2.10 Sharing of Payments, Etc 22 Section 2.11 Use of Proceeds 22 Section 2.12 Issuance of and Drawings and Reimbursement Under Letters of Credit 22 Section 2.13 Cash Security Pricing 28 Section 2.14 Special Cash Collateralization 28 Section 2.15 Replacement of Lenders 29 Section 2.16 Certain Security Accounts 29 Section 2.17 Defaulting Lender 31 ARTICLE III CONDITIONS TO EFFECTIVENESS AND EXTENSION OF CREDIT 32 Section 3.01 Conditions Precedent to Initial Extension of Credit 32 Section 3.02 Conditions Precedent to Each Notice of Extension and Issuance, Etc 34 ARTICLE IV REPRESENTATIONS AND WARRANTIES 35 Section 4.01 Representations and Warranties of the Obligors 35 ARTICLE V COVENANTS OF THE OBLIGORS 38 Section 5.01 Affirmative Covenants 38 Section 5.02 Reporting Requirements 40 Section 5.03 Financial Covenants 41 Section 5.04 Certain Notice Covenants 42 Section 5.05 [Reserved] 43 ARTICLE VI EVENTS OF DEFAULT 43 Section 6.01 Events of Default 43
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Amendment and Restatement Agreement. The Effective Date shall be confirmed in a notice delivered by the Intercreditor Agent to the Administrative Agent and such notice shall be conclusive for all purposes hereunder. Table of Contents Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 3 Section 1.01 Certain Defined Terms 3 Section 1.02 Computation of Time Periods 16 Section 1.03 Accounting Terms 16
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Amendment and Restatement Agreement the Amendment and Restatement Agreement to be entered into between each party to this agreement under which the terms of this agreement are amended and restated. Attorney an attorney appointed under a Transaction Document. Authorisation 1 any consent, registration, filing, agreement, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption; or 2 in relation to anything which a Government Agency may prohibit or restrict within a specific period, the expiry of that period without intervention or action or notice of intended intervention or action. Availability Period 1 in relation to the Loan Facility, the Loan Facility Availability Period; and 2 in relation to the Extension Facility, the Extension Facility Availability Period. 1 Definitions and interpretations Term Meaning Available Cashflow on 30 September 2008 and any Repayment Date, the Revenue for the preceding Quarter minus the aggregate of the amounts to be applied on the relevant date under clauses 10.3(b)(1) to 10.3(b)(7). Xxxxxxx Title Reports 1 the “Montana Tunnels Patented Ground Title Report” prepared at the request of Xxxxxxx and Associates, Inc. dated 2 February 2007; and 2 the “MTMI Unpatented Mining Claims Location to Present Title Report” prepared at the request of Xxxxxxx and Associates, Inc. dated 2 February 2007. Best Efforts in respect of clause 8.3(a) the commercially reasonable best efforts of the Borrower in its capacity as a participant in the Project having the percentage interest which the Borrower holds from time to time (50% at the date of this agreement) in the MDOA. Break Costs for any repayment or prepayment the amount (if any) by which: 1 the interest on the amount repaid or prepaid which the Financier should have received under this agreement (had the repayment or prepayment not occurred), exceeds: 2 the return which that Financier would be able to obtain by placing the amount repaid or prepaid to it on deposit with a Reference Bank, in each case for the period from the date of repayment or prepayment until the last day of the then current Interest Period applicable to the repaid or prepaid amount. Business Day 1 for the purposes of clause 18.3, a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday; and 2 for all other purposes, a day on which banks are open for business in Sydney, Australia and Denver, Colorado, excluding a Saturd...
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Amendment and Restatement Agreement. This Agreement executed by the Obligors’ Agent (for itself and on behalf of each Obligor who is a Party).
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Related to Amendment and Restatement Agreement

  • Amendment and Restatement On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.

  • Amendment and Restatement; No Novation This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by this Agreement and the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Revolving Credit Commitments of the Lenders hereunder.

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 29, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Amendment and Restatement; Form of Agreement This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter and Company with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below.

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

  • Amendment and Restatement of the Existing Credit Agreement The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Loan Agreement is hereby amended as follows:

  • Effect of Amendment and Restatement It is the intent of the parties hereto that this Agreement shall, as of the date hereof, replace in its entirety the Original Trust Agreement; provided, however, that with respect to the period of time from January 20, 2021 through the date hereof, the rights and obligations of the parties shall be governed by the Original Trust Agreement; and provided further, that the amendment and restatement of the Original Trust Agreement shall not affect any of the grants, conveyances or transfers contemplated by the Original Trust Agreement to have occurred prior to the date hereof.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

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