Existing Bank Debt. Prior to or simultaneously with the Effective Date, the Borrower shall have fully repaid all Existing Bank Debt and all agreements with respect thereto shall have been, and the Borrower and each of the Lenders agree that all commitments to extend credit under such agreements are hereby, cancelled or terminated (other than provisions thereof which, by their terms, provide that they survive any such termination), all Liens, if any, securing the same shall have been terminated, and the Administrative Agent shall have received satisfactory evidence of all of the foregoing.
Existing Bank Debt. The Administrative Agent shall have ------------------ received evidence satisfactory to it (i) that the proceeds of the Initial Loans shall repay in full all of the Existing Bank Debt (including, without limitation, all fees payable pursuant to (S) 2.3 of the Existing Loan Agreement) and that all lenders of the Existing Bank Debt shall have released (or shall, effective immediately upon receipt of such proceeds, release) the Borrower from any and all obligations under the Existing Bank Debt, (ii) that all commitments of the lenders of such Existing Bank Debt to make loans or advances to the Borrower shall be terminated on or prior to the Closing Date and (iii) that all Liens securing obligations of the Borrower under the Existing Bank Debt shall be released and terminated on or prior to the Closing Date (or shall, effective immediately upon receipt of the proceeds of the initial Loan in an amount sufficient to repay all amounts owing in respect of the Existing Bank Debt, release and terminate all such Liens).
Existing Bank Debt. Buyer and Seller acknowledge and agree that Buyer may, in its sole and absolute discretion, may at any time cause the Existing Note to be amended, modified or recast to become having such terms and conditions satisfactory to Buyer in Buyer’s sole discretion (the Existing Bank Debt, as same may be amended and recast as described herein, is referred to as the “Bank Note”). Seller agrees that it will use commercially reasonable efforts with Buyer to amend, modify or recast the Bank Note. The parties further agree that, notwithstanding anything in this Agreement to the contrary or in any other agreement related hereto to the contrary, and in the event of a conflict of provisions relating to default and set-off in this Agreement or in any other agreement between Buyer (its parent and/or affiliated entities) and Seller, in addition to any remedies available at law or in equity in the event of such material breach by Seller or its shareholders, Buyer or QSGI, Inc., shall be entitled to set-off and/or use of any monies or payments due to Seller or its shareholders to satisfy the Bank Note. By their signatures hereto, Mxxxx Xxxxxxxxx and Axxxx Xxxxx agree to the terms of this Article and the rights afforded hereunder and further agree to execute such documents as Buyer or the Bank Note lender shall from time to time shall request including but not limited to reaffirmation of guaranties or execution of new guaranties.
Existing Bank Debt. All indebtedness, principal, interest, premium, fees, ------------------ indemnities, expenses or other obligations of any nature owed under or in connection with the Existing Loan Agreement. Existing Loan Agreement. The Loan Agreement, dated as of December 29, ----------------------- 1997, among the Borrower, as borrower, the lenders party thereto, DLJ, as syndication agent, GSCP, as documentation agent, Bank of America NT & SA, as administrative agent, and NationsBank, N.A., as Co-Agent. Existing Shareholders. Xxxxxxx X. Xxxxx, Madison Dearborn Capital --------------------- Partners, L.P., Xxxxx & Company Incorporated and Chatterjee Management Company and their respective Affiliates at the Closing Date and the one Investment Grade Company (if any) that acquires 49.0% or less of the Capital Stock of Grand Parent pursuant to the definition of "Change of Control." Expense Allocation Agreement. The Amended and Restated Expense Allocation ---------------------------- Agreement among the Borrower, Parent and Grand Parent dated as of December 29, 1997, as amended from time to time as permitted hereunder.
Existing Bank Debt. The parties acknowledge that the Company and its Shareholders are subject to the Loan Documents, and it is agreed that the Shareholders will procure that the Company acts and is managed in a manner which is consistent with the terms of the Loan Documents, and it is further agreed that the rights and obligations of the parties under this Agreement shall be read and interpreted as being subject to any applicable restrictions or obligations contained in the Loan Documents.
Existing Bank Debt. (a) Subject to Section 12.5 and Micron’s compliance with its funding obligations under Section 7.13(c), the Sellers and the Company shall cause the Facilities Agreement, dated March 25, 2008, between Numonyx B.V., Intesa Sanpaolo S.p.A. and Unicredit Banca D’Impresa S.p.A., as mandated Lead Arrangers (the “Lead Arrangers”), the financial institutions listed in Part B of Schedule 1 thereto, as lenders (the “Lenders”), Intesa Sanpaolo S.p.A., as issuing bank (the “Issuing Bank”), and Intesa Sanpaolo S.p.A., as agent (the “Agent” and, together with the Lead Arrangers, the Lenders and the Issuing Bank, the “Credit Agreement Counterparties”) (the “Credit Agreement”), and the related credit commitments, extensions of credit and letters of credit (the “Bank Financing”), to be repaid in full as 4917039.19 contemplated by this Section 7.13 and terminated to the extent contemplated by Section 9.2(h) and the Pay-off Letter.
Existing Bank Debt. Schedule 6.5 describes all but $100,000 of the indebtedness for borrowed money of the Company and Intersound and their respective subsidiaries on a consolidated basis outstanding as of the date hereof.
Existing Bank Debt. The parties acknowledge that Xxxxxx, Exmar Excalibur and Excalibur and their Members are subject to the Loan Documents and it is agreed that the relevant Members will procure that the relevant Companies act and are managed in a manner which is consistent with the terms of the Loan Documents, and it is further agreed that the rights and obligations of the parties under this Agreement shall be read and interpreted as being subject to any applicable restrictions or obligations contained in the Loan Documents.
Existing Bank Debt. Lender shall have received a reaffirmation of the USDA guaranty on Borrower’s existing debt with Lender.
Existing Bank Debt. (i) The principal of and interest on all loans outstanding under, and all other amounts due with respect to, the Existing Bank Debt shall have been (or substantially simultaneously with the funding of the Loans on the Closing Date shall be) repaid in full, (ii) all commitments to lend under the Existing Bank Debt shall have been (or substantially simultaneously with the funding of the Loans of the Closing Date shall be) terminated, (iii) all obligations under or relating to the Existing Bank Debt and all Liens and security interests relating to all of the foregoing shall have been (or substantially simultaneously with the funding of the Loans on the Closing Date shall be) discharged, or in the case of the German Land Charge, assigned to the Collateral Agent and (iv) the Administrative Agent shall have received satisfactory evidence of such repayment, termination and discharge.
