No Further Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
No Further Agreements. While this Agreement is in full force and effect, Seller shall not enter into any other agreement or Letter of Intent to sell the Property.
No Further Agreements. 77 9.11 2001 Credit Agreement........................................ 77 EXHIBITS: Exhibit A Form of Compliance Certificate Exhibit B-1 Form of Revolving Loan Borrowing Request Exhibit B-2 Form of Term Loan Borrowing Request Exhibit C Form of Continuation/Conversion Request Exhibit D-1 Form of Revolving Loan Note Exhibit D-2 Form of Term Loan Note Exhibit D-3 Form of Swing Line Note Exhibit E Form of Assignment and Acceptance Exhibit F Closing Documents List Exhibit G Form of Joinder Agreement Exhibit H Form of Acquisition Certificate Exhibit I Joinder Deliveries SCHEDULES: Schedule I-A Commitments Schedule I-B Administrative Information (Borrower; Administrative Agent; Banks) Schedule II Disclosures (Existing Subsidiaries) Schedule III Restricted Payment Terms (Qualified Preferred Stock) Schedule IV Good Standing Exceptions CREDIT AGREEMENT This Credit Agreement dated as of February 27, 2004, is among INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation, as Borrower, the financial institutions named herein, as Banks, U. S. BANK NATIONAL ASSOCIATION, as syndication agent, BANK OF SCOTLAND, as managing agent, LaSALLE BANK NATIONAL ASSOCIATION, as documentation agent, and BANK ONE, NA, with its main office in Chicago, Illinois, as administrative agent. The Borrower, the financial institutions (collectively, the "Prior Banks") party thereto, Credit Lyonnais and The Bank of Nova Scotia, as syndication agents, Toronto Dominion (Texas), Inc., as documentation agent, and JPMorgan Chase Bank, as administrative agent (in such capacity, the "Prior Administrative Agent") are parties to that certain Credit Agreement (as heretofore amended and supplemented, the "2001 Credit Agreement") dated as of May 22, 2001. Pursuant to the terms of the 2001 Credit Agreement, the Prior Administrative Agent has resigned in favor of the Administrative Agent, and by their execution of this Agreement the Banks have appointed the Administrative Agent as the successor to the Prior Administrative Agent, the Administrative Agent has accepted such appointment and the Borrower has consented thereto; the Administrative Agent therefore has succeeded to all of the rights, powers and obligations of the Prior Administrative Agent under the 2001 Credit Agreement. Further, the Borrower, the Banks and the Administrative Agent have agreed to (a) amend and restate the 2001 Credit Agreement in its entirety and (b) release, on the terms set forth herein, each of the Prior Banks (other than any Pr...
No Further Agreements. After the date of this Agreement and prior to the Closing Date, FEI shall not, without the prior written consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion, enter into any contract or agreement with respect to the Property which would survive the Closing Date. After the date of this Agreement and prior to the Closing Date, no part of the Property will be alienated, liened, encumbered or otherwise transferred.
No Further Agreements. 60 EXHIBITS Exhibit A - Form of Acquisition Certificate Exhibit B - Form of Assignment and Acceptance Exhibit C - Form of Borrowing Base and Compliance Certificate Exhibit D - Form of Continuation/Conversion Request Exhibit E - Form of Guaranty Exhibit F - Form of Revolving Loan Borrowing Request Exhibit G - Form of Revolving Loan Note Exhibit H - Closing Documents List Exhibit I - Form of Joinder Agreement Schedule I - Administrative Information (Borrower; Agent; Banks) Schedule II - Disclosures (Existing Debt and Existing Subsidiaries) CREDIT AGREEMENT This Credit Agreement dated as of December 31, 1997, is among HydroChem Industrial Services, Inc., a Delaware corporation, as Borrower, the financial institutions named herein, as Banks, and NationsBank of Texas, N.A., as Agent for the Banks. The parties hereto agree as follows:
No Further Agreements. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. EXECUTED as of the date first above written. BORROWER: CORE LABORATORIES, INC. By:________________________ Richard L. Bergmark Chief Financial Officer AGENT: NATIONSBANK OF TEXAS, N.A., as Agent By:_________________________ William B. Borus Vice President BANKS: NATIONSBANK OF TEXAS, N.A. By:_________________________ William B. Borus Vice President Commitments: Revolving Loan Commitment: $5,000,000 Term Loan Commitment: $7,000,000 Acquisition Loan Commitment: $10,000,000 BANK OF AMERICA TEXAS, N.A. By:_________________________ Victor N. Tekell Vice President Commitments: Revolving Loan Commitment: $5,000,000 Term Loan Commitment: $7,000,000 Acquisition Loan Commitment: $10,000,000 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE [Date] NationsBank of Texas, N.A., as Agent for the Banks parties to the Credit Agreement referred to below 700 Louisiana, 7th Xxxxx Xxxxxxx, Xxxxx 00000 Xxxxxxxxx: Xx. Xilliam B. Borux Xxxxxx xxx Xxxxxxmen: I refer to the Amended and Restated Credit Agreement dated as of February 7, 1997 (as modified, the "Credit Agreement"), among Core Laboratories, Inc. (the "Company"), certain financial institutions parties thereto, and NationsBank of Texas, N.A., as Agent, the defined terms of which are used herein unless otherwise defined herein. I hereby certify that I have no knowledge of any Defaults by the Borrower in the observance of any of the provisions in the Credit Agreement which existed as of [ ] or which exist as of the date of this letter. I also certify that the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial condition of the Company as of [ ], and the related results of operations for the [ ] then ended, in conformity with generally accepted accounting principles. The following sets forth the information and computations to demonstrate compliance with the requirements of the applicable Sections of the Credit Agreement as of [ ]:
No Further Agreements. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. EXECUTED as of the date first above written. BORROWER: TYLER CORPORATION By: ---------------------------------------- Briax X. Xxxxxx, Xxce President AGENT: NATIONSBANK OF TEXAS, N.A., as Agent By: --------------------------------------- Willxxx X. Xxxxxxx, Xx. Vice President BANKS: NATIONSBANK OF TEXAS, N.A. By: --------------------------------------- Willxxx X. Xxxxxxx, Xx. Vice President Revolving Loan Commitment: $50,000,000 Exhibit A FORM OF COMPLIANCE CERTIFICATE [date] NationsBank of Texas, N.A., as Agent for the financial institutions parties to the Credit Agreement referred to below 700 Xxxxxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Xxtention: Mr. Xxxxxxx X. Xxxxxxx, Jr. Ladies and Gentlemen: I refer to the Credit Agreement dated as of February 13, 1998 (as the same may be modified from time to time, the "Credit Agreement"), among Tyler Corporation (the "Borrower"), the financial institutions parties thereto, and NationsBank of Texas, N.A., as Agent for such financial institutions, the defined terms of which are used herein unless otherwise defined herein. I hereby certify that I have no knowledge of any Defaults by the Borrower in the observance of any of the provisions in the Credit Agreement which existed as of [_______________] or which exist as of the date of this letter. I also certify that the accompanying consolidated Financial Statements present fairly, in all material respects, the consolidated financial condition of the Borrower as of [_______________], and the related results of operations for the [_______________] then ended, in conformity with generally accepted accounting principles (subject, with respect to financial statements furnished pursuant to Section 5.2(b) of the Credit Agreement, to normal year-end audit adjustments). The following sets forth the information and computations to demonstrate compliance with the requirements of Section 5.5 of the Credit Agreement as of [_______________]: 66
No Further Agreements. 66 EXHIBITS Exhibit A - Form of Compliance Certificate Exhibit B-1 - Form of Revolving Loan Borrowing Request Exhibit B-2 - Form of Term Loan Borrowing Request Exhibit C - Form of Continuation/Conversion Request Exhibit D-1 - Form of Revolving Loan Note Exhibit D-2 - Form of Term Loan Note Exhibit D-3 - Form of Swing Line Note Exhibit E - Form of Assignment and Acceptance Exhibit F - Closing Documents List Exhibit G - Form of Joinder Agreement Exhibit H - Form of Acquisition Certificate Exhibit I - Joinder Deliveries Exhibit J - Form of Borrowing Base Certificate SCHEDULES Schedule I-A - Commitments Schedule I-B - Administrative Information (Borrower; Administrative Agent; Banks) Schedule II - Disclosures (Existing Subsidiaries) Schedule III - Restricted Payment Terms (Qualified Preferred Stock) Schedule IV - Good Standing Exceptions
No Further Agreements. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 66 71 EXECUTED as of the date first above written. BORROWER: INTEGRATED ELECTRICAL SERVICES, INC. By: /s/ NEIL X. XxXXXXXX ------------------------------- Name: Neil X. XxXxxxxx Title: Chief Accounting Officer ADMINISTRATIVE AGENT: THE CHASE MANHATTAN BANK, as Administrative Agent By: /s/ JAMEX X. XXXPHIN ------------------------------- Name: Jamex X. Xxxphin Title: Senior Vice President BANKS: THE CHASE MANHATTAN BANK By: /s/ JAMEX X. XXXPHIN ------------------------------- Name: Jamex X. Xxxphin Title: Senior Vice President
No Further Agreements. Neither any Covered Stockholder nor Rxxxxx will enter into any new agreement, arrangement or understanding with any other holder of Class A Common Stock, directly or indirectly, with respect to the voting, acquisition or disposition of Class A Common Stock, without the prior written consent of the Company (only pursuant to a resolution adopted by the Special Committee); provided that nothing in this Agreement shall prevent Ramguard LLC from amending, restating, modifying, supplementing or terminating the Share Purchase Agreement, subject to Section 4(f) below.
