Existing Facility Agreement Sample Clauses

Existing Facility Agreement. (a) Unless expressly stated to the contrary, and subject to paragraph (b), references in any of the Finance Documents to the Existing Finance Documents and to terms defined in, and provisions of, any of the Existing Finance Documents, shall be references to the relevant Existing Finance Document and such terms and provisions as at the Effective Date, as the same may be amended with the prior written approval of the Facility Agent (acting on the instructions of the Majority Lenders) from time to time. (b) References in any of the Finance Documents to any Finance Party (as defined in the Existing Facility Agreement) shall include such Finance Party’s permitted successors, transferees or assigns from time to time.
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Existing Facility Agreement. On and from the date of this Agreement, this Agreement refinances and replaces in full the US$500,000,000 revolving facility agreement dated March 2021 between, among others, the Parent and the Existing Agent (as amended and extended from time to time) (the Existing SMBC Agreement). The Existing Agent confirms that the Obligors are released and discharged from all obligations, liabilities or undertakings arising from or in connection with the Existing SMBC Agreement on the later of: (a) the date on which any Utilisations (under and as defined in the Existing SMBC Agreement) are repaid in full and all fees which are due and payable under the Existing SMBC Agreement are paid in full; and (b) the date of this Agreement.
Sample 1
Existing Facility Agreement. (a) Confirmation of each Existing Outstanding Amount Certificate provided to the Borrower by each of the Lenders with outstanding Advances under the Existing Facility Agreement and confirmed by the Borrower. (b) Evidence satisfactory to the Facility Agent, that all legal fees incurred by the Participating Banks and any other of the finance parties under the Existing Facility Agreement, have been paid in full. (c) Evidence satisfactory to the Facility Agent, that all outstanding commitment fees up to the Commencement Date, owing to the finance parties under the Existing Facility Agreement, have been paid in full. (d) Copy of a termination agreement duly executed by each of the parties to the Existing Facility Agreement.
Sample 1
Existing Facility Agreement. Evidence that: (a) the relevant portion attributable to the Ship of the amount outstanding under the Existing Facility Agreement have been or, pursuant to the Utilisation of the Facility, will be fully, finally and irrevocably discharged in full; (b) the relevant portion attributable to the Ship of the commitments under the Existing Facility Agreement have been or, pursuant to the Utilisation of the Facility, will be fully, finally and irrevocably cancelled in full; and (c) the relevant Security Interests and guarantees created pursuant to or in respect of the Existing Facility Agreement attributable to the Ship have been released.
Sample 1
Existing Facility Agreement evidence that: (1) the Commitment (as defined in the Existing Facility Agreement) has been cancelled and repaid in full or will be cancelled and repaid in full; and (2) any Encumbrance which was granted by an Obligor to secure obligations under the Existing Facility Agreement has been released or will be released, contemporaneously with first drawdown under this agreement in accordance with the terms of the Refinancing Deed; and
Sample 1
Existing Facility Agreement. (a) The Borrower shall supply to the Agent: (i) promptly (and in any event no later than the immediately following Banking Day) after its delivery to the Existing Agent, a copy of any notice of cancellation, prepayment or default delivered under the Existing Facility Agreement; (ii) promptly upon request, details of the principal amount of drawn loans and the undrawn commitments, in each case under the Existing Facility Agreement, to the extent required to calculate amounts payable under Clauses 13.6 (Top-Up Existing Facility Margin) to 13.9 (New money fee); and (iii) promptly upon request, such further information regarding the Existing Facility as any Finance Party through the Agent may reasonably request. (b) The Borrower shall ensure that no amendment or waiver of or supplement to the Existing Facility Agreement becomes effective unless the Borrower has, by notice to the Agent, offered to amend or waive or supplement (as the case may be) this Agreement to the same extent, and either: (i) 15 or more Banking Days have passed since the Borrower’s notice was given to the Agent; or (ii) the corresponding amendments, waivers or supplements to this Agreement have become effective. (c) If the Majority Lenders (or, if required, the Lenders) accept an offer by the Borrower under paragraph (b) above, the Obligors and the Agent shall promptly enter into such documents as are required to give effect to the relevant amendment, waiver or supplement to this Agreement. (d) If, on the Forward Start Date, any amount is outstanding under the Existing Facility Agreement, the Borrower shall ensure that on the Forward Start Date the proceeds of the utilisation of the Facility are applied towards repayment of outstanding Existing Utilisations and the Existing Utilisations are (in any event) repaid or prepaid in full and the Existing Commitments are cancelled in full.
Sample 1
Existing Facility Agreement. Evidence that the Company has given notice of prepayment in full of any outstandings and notice of cancellation in full under the Existing Facility Agreement, such prepayment and cancellation to take effect no later than the first Utilisation Date and the total commitments under the Existing Facility Agreement have been irrevocably cancelled. 1. An Accession Letter, duly executed by the Additional Obligor and the Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: 3.1 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; 3.2 authorising a specified person or persons to execute the Accession Letter on its behalf; and 3.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3. 5. A copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this part 2 of schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Arrangers and the Agent in England. 11. If the Additional Obligor is incorporated in a jurisdiction other than E...
Sample 1
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Related to Existing Facility Agreement

  • Existing Facilities Each of the Existing Facilities shall be repaid in full and terminated and all collateral security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • Existing Credit Agreement On the date of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that on the date of the initial funding of Loans hereunder, the loans and other Indebtedness of the Borrower under the Existing Credit Agreement shall be renewed, rearranged, modified and extended with the proceeds of the initial funding and the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and in respect of the Existing Letters of Credit. The undersigned hereby waive (i) any right to receive any notice of such termination, (ii) any right to receive any notice of prepayment of amounts owed under the Existing Credit Agreement, and (iii) any right to receive compensation under Section 5.02 of the Existing Credit Agreement in respect of Eurodollar Loans outstanding under the Existing Credit Agreement resulting from such rearrangement. Each Lender that was a party to the Existing Credit Agreement hereby agrees to return to the Borrower, with reasonable promptness, any promissory note delivered by the Borrower to such Lender in connection with the Existing Credit Agreement.

  • Credit Agreements Schedule II is a complete and correct list, as of the date of this Agreement, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Company or any of its Material Subsidiaries the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the aggregate principal or face amount outstanding or which may become outstanding under each such arrangement is correctly described in Schedule II.

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

  • Reimbursement Agreement The Sponsor entered into an Expense Reimbursement Agreement (“Reimbursement Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor has committed to fund the Company up to $1,750,000 for the Company’s expenses relating to investigating and selecting a target business and other working capital requirements prior to an initial Business Combination.

  • Existing Lock-Up Agreement The Company will enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.

  • 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.

  • 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.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

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