AMENDMENT & RESTATEMENT. This Agreement amends and completely restates any other employment related agreements by and between Employee and Employer. By executing this Agreement, Employee completely releases Employer and all of its subsidiaries from any obligations that may have existed under any such other agreements.
AMENDMENT & RESTATEMENT. As of the Effective Date, the Existing Credit Agreement shall be deemed amended and restated in its entirety as set forth in this Agreement. The Obligations outstanding under the Existing Credit Agreement shall continue to be due and owing without defense, offset or counterclaim (other than defense of payment) and shall be and become for all purposes Obligations hereunder. The Existing Credit Agreement and the other Loan Papers (as defined below) (and the liens and security interests granted pursuant thereto) shall remain in full force and effect and shall be ratified by this Agreement, and as applicable the other Loan Papers executed in connection herewith. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Borrower evidenced by or arising under the Loan Papers, and the liens and security interests of Administrative Agent and Lenders securing such indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Administrative Agent for the benefit of itself and Lenders.
AMENDMENT & RESTATEMENT. By this Agreement, the parties hereto amend --------------------- and restate in its entirety the Original Operating Agreement for the Company pursuant to the Act. The term of the Company shall commence as of the date that the Certificate of Formation for the Company was filed and, subject to provisions set forth elsewhere herein and in the Act, shall terminate on the latest date for dissolution set forth in Section 28, below.
AMENDMENT & RESTATEMENT. This Guaranty amends and restates the Original Parent Guaranty in its entirety and is given in replacement thereof.
AMENDMENT & RESTATEMENT. This Agreement amends and restates all prior limited liability company agreements of the Company in their entirety.
AMENDMENT & RESTATEMENT. On the Closing Date:
(a) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under §4.8 and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement; (b) each “Base Rate Loan” and “LIBOR Rate Loan” outstanding under the Existing Credit Agreement shall be deemed to be refinanced and continued with the proceeds of a new Base Rate Loan or LIBOR Rate Loan, as applicable, and continued as existing Loans under this Agreement and not as a novation;
(c) any letters of credit outstanding under the Existing Credit Agreement shall be deemed issued under this Agreement; and
(d) the Existing Credit Agreement and the commitments thereunder shall be superceded by this Agreement and such commitments shall terminate. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of Borrower and Guarantors outstanding thereunder.
AMENDMENT & RESTATEMENT. Upon satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety (except to the extent that definitions from the Existing Credit Agreement are incorporated herein by reference) and (b) the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within, and be governed by, this Agreement; provided, however, that Borrowers, GAG Inc., and Great American each hereby agree that (y) the Letters of Credit issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Date (and any outstanding Obligations with respect thereto), shall be hereafter deemed to be Letters of Credit issued hereunder, and (z) all Obligations under, and as defined in, the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations secured by the Collateral, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations and other liabilities.
AMENDMENT & RESTATEMENT. Upon the Amended and Restated Effective Date, this Agreement shall amend and restate and replace in its entirety the Prior Facility A Credit Agreement.
AMENDMENT & RESTATEMENT. This Agreement amends, restates, and replaces in its entirety the Fourth Amended and Restated Revolving Credit Agreement dated September 7, 2016, as amended April 14, 2017, by and among the same parties. All amounts outstanding under the Original Agreement shall be deemed automatically outstanding under this Agreement.
AMENDMENT & RESTATEMENT. (a) Upon the execution of this Agreement by the parties hereto, this Agreement shall amend, restate and replace in its entirety the Original SPA and (i) all references to the Original SPA in any Transaction Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the this Agreement as amended and restated hereby, (ii) all references to any section (or subsection) of the Old SPA in any Transaction Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to this Agreement as amended and restated hereby.
(b) Each party to any of the Transaction Documents executed in connection with the Old SPA hereby agrees that the Transaction Documents remain in full force and effect and shall apply to the full and punctual payment when due of all amounts due and owing as modified hereby and that the terms hereof shall not affect in any way its obligations and liabilities, except as expressly modified hereby, under the Old SPA. All Liens created in connection with the Old SPA shall continue to secure all amounts due and owing under this Agreement.
(c) On and after the date of this Agreement, (i) the Old SPA shall be of no further force and effect except as amended and restated hereby and except to evidence (A) the incurrence by the Company of the obligations created thereunder, (B) the representations and warranties made by the Company prior to the date hereof, and (C) any action or omission performed or required to be performed pursuant to the Old SPA prior to the date hereof (including any failure, prior to the date hereof, to comply with the covenants contained in such Old SPA) and (ii) the terms and conditions of this Agreement and the Purchasers’ rights and remedies under the Transaction Documents, shall apply to all obligations incurred under the this Agreement.
