Consolidation and Restatement Sample Clauses

Consolidation and Restatement. Xxxxxx is the lawful owner and holder of that certain Promissory Note dated October 16, 1998 made by American 2 to Lender in the original principal amount of $12,200,000 (the "Existing Note"). Xxxxxx and Xxxxxxxx have agreed that the indebtedness evidenced by the Existing Note shall be increased, and that in connection the Existing Note will be amended, modified and restated in its entirety pursuant hereto. Accordingly, by Xxxxxxxx's execution and delivery, and Xxxxxx's acceptance of delivery, of this Note, this Note does hereby amend, modify and restate the Existing Note in its entirety, and consolidate the Existing Note with the new indebtedness evidenced hereby, so as to cause this Note to evidence one joint and several debt of Borrower in the principal amount of $29,400,000. All of the terms, covenants, agreements, rights, obligations and conditions of the Existing Note are hereby amended, restated and superseded in their entirety by this Note, it being understood, acknowledged and agreed that the amendment and restatement of the Existing Note pursuant to this Note shall not (and does not) impair the debt evidenced by the Existing Note. Borrower expressly acknowledges and consents to its liability for the entire debt evidenced by this Note and, if and to the extent American 4 was not the obligor with respect to the indebtedness evidenced by the Existing Note, American 4, by its execution and delivery of this Note, does hereby expressly assume liability for such indebtedness on the restated terms set forth herein.
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Consolidation and Restatement. This Agreement is the consolidated and restated credit agreement contemplated by Section 11.23 of both the $110 Million Credit Agreement and the $100 Million Credit Agreement. Certain terms and provisions contained in the $110 Million Credit Agreement and the $100 Million Credit Agreement that related to prior periods have been deleted for convenience.
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Consolidation and Restatement. 2 11.24. Effectiveness; Marketable Securities..............................................................2 11.25. Existing Credit Agreement Financial Covenants.....................................................2
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Consolidation and Restatement. In the event that the Borrower shall not have become the subject of any bankruptcy proceedings for a period of at least 91 days after the Effective Date, the Borrower and the Lenders hereby agree that this Agreement shall be consolidated with the Existing Credit Agreement, the Chase Platinum Substitute Note and the Fleet LC Agreement in one consolidated and restated credit agreement on terms and conditions substantially identical (mutatis mutandis) to this Agreement, the Existing Credit Agreement, the Chase Platinum Substitute Note and the Fleet LC Agreement, which consolidated and restated credit agreement shall become effective upon the execution and delivery thereof by the Administrative Agent, the Administrative Agent (under and as defined in the Existing Credit Agreement), The Chase Manhattan Bank, under the Chase Platinum Substitute Note, Fleet National Bank, under the Fleet LC Agreement, and the Borrower.
Sample 1
Consolidation and Restatement. 2 11.24. Effectiveness; Marketable Securities...........................................2 EXHIBITS -------- Exhibit A List of Revolving Credit Commitment Amounts Exhibit B-1 Form of Revolving Credit Note Exhibit B-2 Form of Swing Line Note Exhibit C-1 Form of Borrowing Request Exhibit C-2 Form of Letters of Credit Request Exhibit D Form of Notice of Conversion Exhibit E Form of Compliance Certificate Exhibit F-1 Form of Opinion of General Counsel to the Borrower and its Subsidiaries Exhibit F-2 Form of Opinion of Special Counsel to the Borrower and its Subsidiaries Exhibit G Form of Collateral Agent Agreement Exhibit H Form of Assignment and Acceptance Agreement Exhibit I Form of Subsidiary Guaranty Exhibit J Form of Security Agreement Exhibit K Form of Senior Note Indenture Consent Solicitation Exhibit L Form of Demand Note Exhibit M Form of Depositary Control Agreement - v - 105 SCHEDULES --------- Schedule 1.1(m) List of Mortgaged Properties Schedule 1.1(q) List of Qualified Depositary Institutions Schedule 4.1 List of Subsidiaries; Capitalization Schedule 4.5 List of Litigation Schedule 4.13 Disclosure of Ordinary Course of Business Schedule 4.14 List of Real Properties Schedule 4.16 List of Environmental Matters Schedule 8.1 List of Existing Indebtedness Schedule 8.2 List of Existing Liens Schedule 8.5 List of Investments Schedule 8.5(g) List of Marketable Securities Schedule 8.5(h) List of Security Investments Schedule 8.13 List of Existing Capital Leases and Sale Leaseback Transactions Schedule 11.2 List of Addresses for Notices
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Related to Consolidation and Restatement

  • Merger and Consolidation The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

  • Reclassification, Reorganization and Consolidation In case of any reclassification, capital reorganization, or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 8(a) above), then, as a condition of such reclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant (subject to adjustment of the Exercise Price as provided in Section 8), the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • 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.

  • Non-Consolidation The Borrower shall at all times act in a manner such that each of the assumptions made by Xxxxxxx Xxxx & Xxxxx LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.

  • Merger, Consolidation or Sale The Company and each of the Guarantors may consolidate with, or sell, lease or convey all or substantially all of the Company’s or its assets to, or merge with or into, any other entity, provided that the following conditions are met:

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

  • Tax Consolidation File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

  • Merger, Consolidation or Succession Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

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