Amendment and Restatement of Prior Agreements Sample Clauses

Amendment and Restatement of Prior Agreements. The parties hereby agree that this Agreement supersedes any prior indemnification agreement between the parties in its entirety and this Agreement is hereby determined to amend and restate such prior agreements, if any.
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Amendment and Restatement of Prior Agreements. This Deposit Agreement amends, restates and consolidates as of October 1, 1982, (1) the deposit agreement, dated as of April 15, 1963, as amended and restated as of September 30, 1974, and as amended by Amendment No. 1, dated as of March 31, 1975, and by Amendment No. 2, dated as of September 30, 1975, among the Company, First National City Bank, as Depositary, and the holders of American depositary receipts issued thereunder; and (2) the deposit agreement, dated as of December 15, 1968, as amended and restated as of September 30, 1974, and as amended by Amendment No. 1, dated as of March 31, 1975, and by Amendment No. 2, dated as of September 30, 1975, among the Company, First National City Bank, as Depositary, and the holders of European Depositary Receipts issued thereunder. Such holders of American Depositary Receipts and European Depositary Receipts issued under such deposit agreements as heretofore in effect shall have all the rights and be subject to all the obligations of holders of American Depositary Receipts and European Depositary Receipts, respectively, issued hereunder.
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Amendment and Restatement of Prior Agreements. Each of TD Bank USA, TD Bank, TDA, TDAC, TDATC and TD Parent hereby agree that this Agreement amends, restates and supersedes the Amended and Restated Money Market Deposit Account Agreement, dated as of August 2, 2006, and the Insured Deposit Account Agreement, dated as of December 19, 2009, both of which are superseded and of no further force or effect.
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Amendment and Restatement of Prior Agreements. This Agreement amends and restates the following participation agreements as of the date first stated above by and among each Company, AFSI, AVIF and AIM with respect to all investments by each Company and its Accounts: (a) Participation Agreement, dated as of October 30, 1997, by and among American Enterprise Life, AVIF and AIM, as amended by the following documents: (a) Amendment to Participation Agreement, dated as of October 30, 1997; (b) Amendment to Participation Agreement, dated as of January 1, 2000; (c) Amendment to Participation Agreement, dated as of May 1, 2002; (d) Amendment to Participation Agreement dated January 1, 2003; (
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Amendment and Restatement of Prior Agreements. Upon the execution of this Agreement, this Agreement will amend, restate and supersede the ISDA Interest Rate and Currency Exchange Agreement dated as of July 12, 1991, and any transactions that have been entered into between JPMorgan Chase Bank, N.A., successor in interest to Chemical Bank and Party B that would otherwise constitute a “Specified Transaction” for purposes of this Agreement (collectively, the “Prior Agreements”) whereupon all such Prior Agreements shall be deemed governed by and construed in accordance with this Agreement.
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Amendment and Restatement of Prior Agreements. All of the undersigned parties who were parties to the Prior Agreements and who constitute the requisite parties to amend the Prior Agreements hereby (i) waive any right of first refusal, preemptive right, or other right to purchase any shares of Series E Preferred Stock being sold pursuant to that certain Series E Preferred Stock Purchase Agreement, as of even date herewith, as well as notice of such sale of Series E Preferred Stock, on behalf of themselves and all others, and (ii) agree that each of the Prior Agreements is null and void and superseded in all respects by this Agreement. Notwithstanding the foregoing, Sections 2.2(d), (e), (f) and (g) and 5.1(b)(ii) of this Agreement shall not become effective, and certain Investors listed on Schedule A hereto pursuant to the InsurQuote Merger Agreement shall not become parties hereto, until the Effective Time, at which time Sections 2.2(d), (e), (f) and (g) and 5.1(b)(ii) of this Agreement shall automatically become effective, and certain Investors listed on Schedule A hereto pursuant to the InsurQuote Merger Agreement shall automatically become parties hereto.
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Amendment and Restatement of Prior Agreements. All of the undersigned parties who were parties to the Prior Agreements and who constitute the requisite parties to amend the Prior Agreements hereby (i) waive any right of first refusal, preemptive right, or other right to purchase any shares of Series E Preferred Stock being sold pursuant to that certain Series E Preferred Stock Purchase Agreement, as of even date herewith, as well as notice of such sale of Series E Preferred Stock, on behalf of themselves and all others, and (ii) agree that each of the Prior Agreements is null and void and 1. superseded in all respects by this Agreement. Notwithstanding the foregoing, section (iii) of the definition of "Registrable Securities" shall not become effective, and certain Investors listed on Schedule A hereto pursuant to the InsurQuote Merger Agreement shall not become parties hereto, until the Effective Time, at which time section (iii) of the definition of "Registrable Securities" shall automatically become effective, and certain Investors listed on Schedule A hereto pursuant to the InsurQuote Merger Agreement shall automatically become parties hereto. Notwithstanding the first sentence of this Section 1.1, section (v) of the definition of "Registrable Securities" shall not become effective, and certain Investors listed on Exhibit A hereto pursuant to the LifeLink Merger Agreement (as defined below) (together the "LifeLink Amendment") shall not become parties hereto, unless the transactions contemplated by the LifeLink Merger Agreement are consummated, at which time section (v) of the definition of "Registrable Securities" shall automatically become effective, and certain Investors listed on Schedule A hereto pursuant to the LifeLink Merger Agreement shall automatically become parties hereto.
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Related to Amendment and Restatement of Prior Agreements

  • 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.

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.

  • 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.

  • 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.

  • Incorporation of Prior Agreements; Modifications This Lease is the only agreement between the parties pertaining to the lease of the Property and no other agreements are effective. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

  • Prior Agreements; Amendments This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Incorporation of Prior Agreements This Lease and the attachments listed in Section 1.16 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord or any employee or agents of any of said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Project or concerning any other matter addressed by this Lease.

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective 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 Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, 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, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

  • 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.

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