From and after the. Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. * * *
From and after the. Distribution Date, each of Xxxxxx and Ventiv shall hold, and shall use its reasonable best efforts to cause its Affiliates and Representatives to hold, in strict confidence all Information concerning the other party obtained by it prior to the Distribution Date or furnished to it by such other party pursuant to this Agreement or the Other Agreements and shall not release or disclose such Information to any other Person, except its Representatives, who shall be bound by the provisions of this Section 6.05; provided, however, that Xxxxxx and ----------------- Ventiv may disclose such Information to the extent that (a) disclosure is compelled by judicial or administrative process or, in the opinion of such party's counsel, by other requirements of law, or (b) such party can show that such Information was (1) available to such party on a nonconfidential basis prior to its disclosure by the other party, (2) in the public domain through no fault of such party or (3) lawfully acquired by such party from other sources after the time that it was furnished to such party pursuant to this Agreement or the Other Agreements. Notwithstanding the foregoing, each of Xxxxxx and Ventiv shall be deemed to have satisfied its obligations under this Section 6.05 with respect to any Information if it exercises the same care with regard to such Information as it takes to preserve confidentiality for its own similar Information.
From and after the occurrence and during the continuance of any Event of Default, if any of the Collateral is or becomes evidenced by a promissory note, draft, trade acceptance, Chattel Paper, Instrument or Document of Title, the Debtor will promptly deliver the same to the Secured Party appropriately endorsed to the Secured Party's order. Regardless of the form of such endorsement, the Debtor hereby waives presentment, demand, notice of dishonor, protest and notice of protest and all other notices with respect thereto. The Debtor will promptly notify the Secured Party of any Material Adverse Change of which it has knowledge in the financial condition of any account debtor on any material Account pertaining to a Lease or in the collectibility of any of such Accounts, and of all claims, rejections, returns and adjustments which may result in a material reduction of the liability of an account debtor on any such Account.
From and after the occurrence and during the continuance of an Event of Default (as hereinafter defined), at the option and upon the request of Beneficiary, Grantor shall deposit with Beneficiary, on the first day of each month, an amount estimated by Beneficiary to be equal to one-twelfth of the annual taxes, assessments and other items required to be discharged by Grantor under subsection 1.5.1. Such amounts shall be held by Beneficiary without interest to Grantor and applied to the payment of the obligations in respect of which such amounts were deposited, in such priority as Beneficiary shall determine, on or before the respective dates on which such obligations or any part thereof would become delinquent. Nothing contained in this Section 1.5 shall (i) affect any right or remedy of Beneficiary under any provision of this Deed to Secure Debt or of any statute or rule of law following an Event of Default to pay any such amount as provided above from its own funds and to add the amount so paid, together with interest at a rate per annum (the "Default Rate") equal to the highest rate then payable under the Credit Agreement during such time that any amount remains outstanding, to the Secured Obligations or (ii) relieve Grantor of its obligations to make or provide for the payment of the annual taxes, assessments and other charges required to be discharged by Grantor under subsection 1.5.1. Grantor hereby grants to Beneficiary a security interest in all sums held pursuant to this subsection 1.5.2 to secure payment and performance of the Secured Obligations. During the continuance of any Event of Default, Beneficiary may, at its option, apply all or any part of the sums held pursuant to this subsection 1.5.2 to payment and performance of the Secured Obligations. Grantor shall redeposit with Beneficiary an amount equal to all amounts so applied as a condition to the cure, if any, of such Event of Default in addition to fulfillment of any other required conditions.
From and after the. Amendment No. 1 Effective Date, the Borrower shall use its commercially reasonable efforts to achieve the aggregate amount of cost savings and other operational initiatives set forth in the updated consolidated budget for the fiscal year ending December 31, 2020 delivered to the Required Lenders on March 28, 2020.
From and after the. Assignment Effective Date, the Borrower shall make all payments under the Agreement and the Senior Subordinated Note in respect of the interest assigned hereby (including, without limitation, all payments of principal and interest with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement and the Senior Subordinated Note for periods prior to the Assignment Effective Date directly between themselves.
From and after the. Amendment No. 1 Effective Date, all references in the Existing Credit Agreement to “this Agreement”, “hereof”, “herein”, and similar terms shall mean and refer to the Existing Credit Agreement, as amended and modified by this Amendment, and all references in other documents to the Existing Credit Agreement shall mean such agreement as amended and modified by this Amendment. This Amendment constitutes a Loan Document. 5.4 This Amendment may be executed in any number of counterparts, and by the Agent and the Borrowers’ Agent in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 5.5 This Amendment may be executed by facsimile or other electronic communication and this Amendment and the signatures hereto shall have the same force and effect as manually signed originals and shall be binding on all parties hereto. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of [[6313018]] 4868-4151-0070 v.2 EXHIBIT A Amended Credit Agreement EXECUTION VERSION CONFIDENTIAL EXHIBIT A FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 30, 2022 among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANK OF AMERICA, N.A. as Agent, U.S. Swingline Lender and Letter of Credit Issuer BANK OF AMERICA, N.A. (acting through its London branch) as ROW Swingline Lender BANK OF AMERICA, N.A. (acting through its Canada branch) as Canadian Swingline Lender BANK OF AMERICA, N.A. (acting through its Australia branch) as ANZ Swingline Lender BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as French Swingline Lender and XXXXX FARGO BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA and XXXXXX XXXXXXX SENIOR FUNDING, INC. as Co-Syndication Agents and NYCB SPECIALTY FINANCE COMPANY, LLC, BANK OF MONTREAL, JPMORGAN CHASE BANK, N.A., MUFG UNION BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK, TD BANK, N.A., TRUIST BANK and SUMITOMO MITSUI BANKING CORPORATION as Co-Documentation Agents and...
From and after the. IS Initial Settlement Payments Commencement Date (and such determinations ofthe Estimated IS Non-Special Marker QPC Total Points and the Estimated Aggregate IS Special Marker QPCs), each IS Qualifying Program Claimant (other than a Special Marker QPC) who has a Pre-Special Review Points award shall be paid (in accordance with Article 5) an amount equal to 40% of his estimated Final Settlement Payment pursuant to Section 4.3 determined (A) based on his Pre-Special Review Points award and the Estimated IS Non-Special Marker QPC Total Points and the Estimated Aggregate IS Special Marker QPCs (and the estimated IS Point Value derived from any of the foregoing), (B) disregarding the reference in Section 4.3 to deducting Interim Settlement Payments and (C) assuming that all Special Marker QPCs will elect to receive Fixed Payments, that the IS ElPayments will aggregate the IS EI Payments Cap Amount and that the IS Aggregate Settlement Amount will not be increased pursuant to Section 5.4.1. The payments made pursuant to this may be referred to herein as the "IS Interim Settlement Payments".
From and after the. Closing Date, Buyer hereby agrees to save, indemnify and hold harmless Sellers and their officers, directors and shareholders (each, together with Sellers, a "Seller Indemnitee") from and against, and shall on demand reimburse the Seller Indemnitees for:
From and after the execution and delivery of this Amendment, all references to the Amended Employment Agreement contained in other agreements and instruments executed and delivered pursuant to or in connection with the Agreement shall hereinafter mean and refer to the Amended Employment Agreement as amended hereby.
