Payoff of Credit Agreement Sample Clauses

Payoff of Credit Agreement. At or prior to the Effective Time, Parent will provide (or cause to be provided) to the Company funds in an amount equal to the amount necessary for the Company to repay and discharge in full all amounts outstanding under the terms of the Credit Agreement. Promptly following the Effective Time, the Company will repay and discharge such indebtedness (other than any contingent obligations for which no claim has been asserted) in a manner reasonably acceptable to the parties to the Credit Agreement and Parent.
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Payoff of Credit Agreement. All indebtedness under the Amended and Restated Credit Agreement dated as of June 2, 1998, among Sunrise, STC, JPMorgan Chase Bank, as administrative agent, Bank of America, N.A., as documentation agent, and Citicorp USA, Inc., as syndication agent, as amended (the "Credit Agreement"), shall be discharged in full.
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Payoff of Credit Agreement. In the event the transactions contemplated by the North Dakota Sale Agreement shall have been consummated prior to the Closing, all indebtedness under the Amended and Restated Credit Agreement dated as of June 2, 1998, among Sunrise, STC, JPMorgan Chase Bank, as administrative agent. Bank of America, N.A., as documentation agent, and Citicorp USA, Inc., as syndication agent, as amended (the "Credit Agreement"), shall be discharged in full." (h) The last sentence of Item 2 of Section 3.3 -- (No Conflicts) of the Sunrise Disclosure Letter is hereby deleted in its entirety. (i) Items 2 and 3 of Section 3.17 (Employee Arrangements and Benefit Plans) of the Sunrise Disclosure Letter are hereby deleted in their entirety and by substituting in lieu thereof the following Items:
Sample 1
Payoff of Credit Agreement. The Company will deliver to Parent at least two (2) Business Days prior to the Closing a customary payoff letter (the “Payoff Letter”) in connection with the repayment of all amounts outstanding under the Credit Agreement, which Payoff Letter will provide for, among other customary items (and subject to receipt of the applicable payoff amount), customary lien and guarantee releases. Notwithstanding the foregoing obligation, the Company shall also use reasonable best efforts to cause the lender under the Credit Agreement to waive any change of control, event of default, acceleration or similar provisions that may be triggered or implicated in connection with the Transaction. In the event that (a) the foregoing waiver by the lender under the Credit Agreement is not obtained by the Company prior to the date that is three (3) Business Days prior to the Effective Time or (b) if Parent so elects in its sole discretion, substantially concurrently with the Effective Time, Parent will provide (or cause to be provided) to the Company funds in an amount equal to the amount necessary for the Company to repay and discharge in full all amounts outstanding under the terms of the Credit Agreement in accordance with the Payoff Letter and the Company will repay and discharge such indebtedness in accordance with the Payoff Letter.
Sample 1
Payoff of Credit Agreement. At or prior to the Effective Time, Parent will provide (or cause to be provided) to the Company funds in an amount equal to the amount necessary for the Company to repay and discharge in full all amounts outstanding under the terms of the Credit Agreement, including to satisfy any cash collateral requirements in connection with letters of credit that will remain outstanding after Closing. Concurrently with the Effective Time, the Company will repay and discharge such indebtedness (other than any contingent obligations for which no claim has been asserted and subject to any cash collateral requirements in connection with letters of credit that will remain outstanding after Closing) in a manner reasonably acceptable to the parties to the Credit Agreement and Parent.
Sample 1
Payoff of Credit Agreement. Purchaser shall have delivered, or cause to be delivered, the Payoff Amount to Inverlat in accordance with the Payoff Letter;
Sample 1
Payoff of Credit Agreement. On or before December 31, 2005, ----------------------------- Purchaser shall use its best efforts to pay in full all outstanding amounts of principal, interest, costs and expenses due and payable under those certain agreements with Merrill Lynch Business Fixxxxxxx Sxxxxxes ("Merrill Lynch") numbered 2BX-0000, 0XX-07937 and 2BN-0798, including the irrevocable standby letters of credit secured by any of such agreements; provided, however, that the failure to timely pay all such amounts in full shall not be deemed an event of default hereunder, unless and until (a) Merrill Lynch provides notifxxxxxxx xx xxy party hereto that the Company is in default thereunder and such default has not been cured within the applicable cure period therefor or (b) Merrill Lynch institutes coxxxxxxxn xxxxrts against Seller, and; provided, further, that, any agreement between Merrill Lynch and Purchasex xxx/xr xxx Xompany relating to extensions of payment on any Indebtedness must release Seller from its security agreement with Merrill Lynch and remove Merxxxx Xxnxx'x lien on the XX Xxx xxx xxx procceds derived therefrom.
Sample 1
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Related to Payoff of Credit Agreement

  • Amendment of Credit Agreement (a) Effective as of the First Incremental Term Facility Amendment Effective Date, the Credit Agreement is hereby amended as follows: (i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:

  • Execution of Credit Agreement; Loan Documents The Administrative Agent shall have received (i) counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security Agreement and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable and (iv) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.

  • Revolving Credit Agreement The Agent shall have received this Agreement duly executed and delivered by each of the Banks and the Company and each of the Banks shall have received a fully executed Committed Note and a fully executed Bid Note, if such Notes are requested by any Bank pursuant to Section 12.9.

  • Ratification of Credit Agreement Each Loan Party acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents, as amended hereby. This Amendment is a Loan Document.

  • Credit Agreement; Loan Documents This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrowers, each other Credit Party, Agent and Lenders; and Agent shall have received such documents, instruments, agreements and legal opinions as Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including all those listed in the Closing Checklist attached hereto as Annex D, each in form and substance reasonably satisfactory to Agent.

  • 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.

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • Termination of Credit Facility The Credit Facility shall terminate on the earliest of (a) the third anniversary of the Closing Date (the "Maturity Date"), (b) the date of termination by the Borrower pursuant to Section 2.5(a) and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 10.2(a).

  • to Credit Agreement COLLATERAL REPORTS Borrower shall deliver or cause to be delivered the following:

  • Existing Letters of Credit On and after the Closing Date, the Existing Letters of Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to Sections 3.3(a) and (b), reimbursement of costs and expenses to the extent provided herein and for purposes of being secured by the Collateral, a Letter of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement (which shall control in the event of a conflict).

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