Effectiveness of Amendment and Restatement. This Agreement amends and restates certain provisions of the Original Agreement and restates the terms of the Original Agreement in their entirety. All amendments to the Original Agreement effected by this Agreement, and all other covenants, agreements, terms and provisions of this Agreement, shall have effect as of the Effective Date unless expressly stated otherwise. This Agreement shall be effective as of the date that copies hereof have been executed and delivered upon execution by each of the parties hereto.
Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall be effective when the following conditions precedent have been satisfied:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note.
(c) The Administrative Agent shall have received opinions, addressed to it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers and covering such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(e) The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank.
(f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto.
(g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to t...
Effectiveness of Amendment and Restatement. This Agreement and the other Credit Documents, shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement and all other agreements between the parties with respect to the Term Loans outstanding under the Existing Credit Agreement as of the Closing Date. The parties hereto acknowledge and agree, however, that (a) this Agreement and all other Credit Documents executed and delivered herewith do not constitute a novation or termination of the obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the Closing Date, (b) except as set forth in Article 22 and the 2018 Release Documents, such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Credit Documents, (c) except as expressly set forth in Article 22 and the 2018 Release Documents, the security interests and other Encumbrances created under the Security Documents prior to the date hereof in favour of the Collateral Agent (as defined in the Existing Credit Agreement) or Barclays Bank PLC, as Administrative Agent (under the Existing Credit Agreement) for the benefit of the Secured Parties (as defined in the Security Documents) securing payment of such obligations are in all respects continuing in full force and effect, and (d) all references in the other Credit Documents (i) to the Existing Credit Agreement or ‘Credit Agreement’ shall be deemed to refer without further amendment to this Agreement, (ii) to the ‘Administrative Agent’ shall be deemed to refer without further amendment to the Administrative Agent as defined in this Agreement, (iii) to the ‘Lenders’ or a ‘Lender’ shall be deemed to refer without further amendment to the Lenders as defined in this Agreement, and (iv) to the ‘Collateral Agent’ shall be deemed to refer without further amendment to the Collateral Agent as defined in this Agreement.
Effectiveness of Amendment and Restatement. The amendment and restatement of this Agreement set forth herein shall become effective as of the date hereof upon (a) receipt by the Administrative Agent of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the other parties hereto and by Noteholders representing the Required Class B Owners and Required Class B Purchasers, (b) receipt by the Administrative Agent (for the account of each Class B Purchaser) of the extension and amendment fees due to each Class B Purchaser under their respective fee letter agreements, each dated as of the date hereof, among such Class B Purchaser, the Issuer and the Administrative Agent and (c) satisfaction of the Rating Agency Condition.
Effectiveness of Amendment and Restatement. Upon effectiveness of the Registration Statement relating to the Initial Public Offering, the Original Agreement shall thereupon be deemed to be amended and restated as hereinabove set forth as fully and with the same effect as if the amendments and restatements made hereby were originally set forth in the Original Agreement, but such amendments and restatements shall not operate so as to render invalid or improper any action heretofore taken under the Original Agreement.
Effectiveness of Amendment and Restatement. This Agreement amends and restates certain provisions of the Original Agreement, as amended as of the date of this Agreement, and restates the terms of the Original Agreement, as amended as of the date of this Agreement, in their entirety. All amendments to the Original Agreement effected by this Agreement, and all other covenants, agreements, terms and provisions of this Agreement, shall have effect as of the date of the Original Agreement, unless expressly stated otherwise. This Agreement shall be effective as of the date that copies hereof have been executed and delivered upon execution by each of the parties hereto. February 2021 - Agreement and Plan of Merger
Effectiveness of Amendment and Restatement. On and after the Closing Date, all obligations of the Loan Parties under the Existing Credit Agreement shall continue in full force and effect as obligations of the Loan Parties hereunder and the provisions of the Existing Credit Agreement shall be superseded by the provisions hereof except for provisions under the Existing Credit Agreement that expressly survive the termination thereof. The parties hereto acknowledge and agree that (a) the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement and all other Loan Documents executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement and the other Loan Documents as in effect prior to the Closing Date and (b) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement.
Effectiveness of Amendment and Restatement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date and which remain outstanding; and (b) except for any Obligations (as defined in the Existing Credit Agreement) which are expressly contemplated to be repaid on the Restatement Effective Date and to the extent are in fact so repaid, the Obligations (as amended and restated hereby and which are hereinafter subject to the terms herein) are in all respects continuing, and shall continue to be secured as provided in the Collateral Documents.
Effectiveness of Amendment and Restatement. This Agreement shall be effective on the date on which the Borrowers have furnished to the Agent all of the following:
(a) Copies of the articles or certificate of incorporation or formation, as applicable of each Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation or formation, as applicable, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of a such Loan Party as required by Section 326 of the USA PATRIOT Act.
(b) Copies, certified by the Secretary or Assistant Secretary of each Loan Party, of its by-laws or operating or other management agreement, as applicable and of its Board of Directors’ resolutions or member or board of managers’ resolutions, as applicable and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party.
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Loan Party.
(d) A certificate, signed by the chief financial officer or treasurer of the Borrower Representative, (i) stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing, (ii) as to the truth and accuracy of the representations and warranties contained herein, (iii) as to the insurance matters described in Section 5.19 and (iv) attaching true, correct and complete executed copies of (A) the Supply Agreement among MIC, Parts Warehouse, Inc. and AutoZone, Inc. dated April 2, 2003 (the “AutoZone Supply Agreement”), (B) the Supply Agreement among Midas Canada, International Parts Corporation and Uni-Select Inc. dated July 11, 2003 (the “Uni-Select Supply Agreement) and (C) the Agreement for Strategic Alliance dated October 1, 1998 and the License Agreement dated October 30, 1998 each between MIC and Magneti Marelli Services S.p.A., as amended.
(e) Written opinions of counsel to the Loan Parties, addressed to the Lenders, in form and substance acceptable to the Agent.
(f) Any Note...
Effectiveness of Amendment and Restatement. Until this Credit Agreement becomes effective in accordance with the requirements of Section 5.01, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On the Effective Date, the Existing Credit Agreement will be automatically amended and restated to read as set forth in this Credit Agreement. The rights and obligations of the parties hereto shall be governed (i) prior to the Effective Date, by the Existing Credit Agreement and (ii) on and after the Effective Date, by this Credit Agreement. Once the Effective Date has occurred, all references to the “Credit Agreement” in any Loan Document or any other document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement as amended and restated hereby. Each Loan Party acknowledges and agrees that the execution and delivery of this Credit Agreement shall not serve to effect a novation of the Obligations.