RESTATEMENT OF PRIOR CREDIT AGREEMENT Sample Clauses

RESTATEMENT OF PRIOR CREDIT AGREEMENT. The parties hereto agree that, on the Closing Date, after all conditions precedent set forth in Article V have been satisfied or waived: (i) the Indebtedness under this Agreement represents, among other things, the restatement, renewal, amendment, extension, and modification of the Indebtedness under the Prior Credit Agreement; (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Prior Credit Agreement in its entirety; (iii) the Notes executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, are substitutes for, and supersede in their entirety (but are not in extinguishment or novation of) the promissory notes issued pursuant to the Prior Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "renewed and replaced"; (iv) the Loans, Letters of Credit, Derivative Contracts and all other Obligations outstanding under the Prior Credit Agreement shall continue to constitute Loans, Letters of Credit and other Obligations under this Agreement; (v) the Security Documents executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish or impair the collateral security created or evidenced by) the Security Documents executed and delivered pursuant to the Prior Credit Agreement; (vi) the Guarantees executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of the Guarantors under the Prior Credit Agreement) the Guarantees executed and delivered pursuant to the Prior Credit Agreement; and (vii) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the Indebtedness under the Prior Credit Agreement, the Security Documents, the Guarantees, or the other Loan Documents (or the collateral security therefor), all of which Indebtedness and Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein.
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RESTATEMENT OF PRIOR CREDIT AGREEMENT. This Credit Agreement amended, restates, replaces and supersedes in its entirety the Prior Credit Agreement. Upon the effectiveness of this Credit Agreement pursuant to Section 6, the entire Obligations then outstanding under the Prior Credit Agreement shall be deemed outstanding under and governed, including as to the payment and repayment thereof, in accordance with this Credit Agreement. To the extent there are any Loans (as such term is defined in the Prior Credit Agreement) outstanding under the Prior Credit Agreement as of the effective date of this Credit Agreement, such Loans shall remain outstanding Loans hereunder and the Lenders shall cause such Loans to be funded ratably in accordance with their respective Commitments. If such Loans are LIBOR Loans, they shall continue as such with the same Interest Period as if such LIBOR Loans were first advanced under this Credit Agreement.
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RESTATEMENT OF PRIOR CREDIT AGREEMENT. The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (b) all Existing Obligations outstanding on the Effective Date shall, to the extent not paid on the Effective Date, be deemed to be Obligations outstanding hereunder; (c) the guaranties and Collateral Documents, including the Liens created thereunder in favor of Agent for the benefit of Agent and Lenders or in favor of Agent and Lenders, as applicable, and securing payment of the Existing Obligations, as amended and restated on the Effective Date, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) all references in the other Loan Documents to the Prior Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations under this Agreement and the Notes with only the terms being modified from and after the Effective Date of this Agreement as provided in this Agreement, the Notes and the other Loan Documents.
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RESTATEMENT OF PRIOR CREDIT AGREEMENT. This Agreement constitutes an amendment to, and a complete restatement of, the Prior Credit Agreement.
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RESTATEMENT OF PRIOR CREDIT AGREEMENT. Borrower and Bank hereby agree that as of the Closing Date (i) the terms and provisions of the Prior Credit Agreement shall be and hereby are amended, superceded and restated in their entirety by the terms and provisions of this Agreement, (ii) Bank shall not have any obligations under the Prior Credit Agreement, except to the extent that any such obligations may be restated in this Agreement or in the other Loan Documents and (iii) the execution and delivery of this Agreement shall not constitute or effect, or be deemed to constitute or effect, a novation, refinancing, discharge, extinguishment or refunding of any of the Indebtedness outstanding under the Prior Credit Agreement or that portion of such Indebtedness that remain outstanding under this Agreement.
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RESTATEMENT OF PRIOR CREDIT AGREEMENT. This Credit Agreement amended, restates, replaces and supersedes in its entirety the Prior Credit Agreement. Upon the effectiveness of this Credit Agreement pursuant to Section 6, the entire Obligations then outstanding under the Prior Credit Agreement shall be deemed outstanding under and governed, including as to the payment and repayment thereof, in accordance with this Credit Agreement. To the extent there are any LIBOR Loans (as such term is defined in the Prior Credit Agreement) outstanding under the Prior Credit Agreement as of the effective date of this Credit Agreement, such LIBOR Loans shall remain outstanding as LIBOR Loans hereunder and shall have the same Interest Period as if such LIBOR Loans were first advanced under this Credit Agreement. Upon the effectiveness of this Credit Agreement, Agent, at Borrower's expense, shall promptly cause UCC termination statements to be filed with the applicable government filing offices terminating all UCC financing statements filed by Agent in its capacity as sole Lender under the Prior Credit Agreement in order to perfect its security interest in the collateral granted by Borrower under the Prior Credit Agreement and, at Borrower's expense, shall promptly take such other actions as may be required or as Borrower may reasonably request in order to effect and confirm the release and termination of all Liens that Lender under the Prior Credit Agreement may have in or on assets or property of Borrower serving as collateral for Borrower's obligations under the Prior Credit Agreement.
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RESTATEMENT OF PRIOR CREDIT AGREEMENT. The parties hereto agree that, on the Restatement Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (b) all obligations outstanding under the Prior Credit Agreement on the Restatement Effective Date shall, to the extent not paid on the Restatement Effective Date, in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) all references in the other Credit Documents to the Prior Credit Agreement shall be deemed to refer without further amendment to this Agreement.
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Related to RESTATEMENT OF PRIOR CREDIT AGREEMENT

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

  • Amendments to Existing Credit Agreement Effective on (and subject to the occurrence of) the Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement shall continue in full force and effect.

  • 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.

  • Existing Credit Agreement Upon satisfaction of the conditions precedent set forth in Sections 5.1. and 5.2. of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case, on a prospective basis only.

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

  • Amendments to Credit Agreement (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

  • Credit Agreement (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. The term “instrument” shall have the meaning specified in Article 9 of the New York UCC. (b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

  • Credit Agreement Amendments As of the Effective Date, a. Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions:

  • 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.

  • The Credit Agreement The Notes executed by the Borrower and delivered on the date hereof. The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the “Opinion Documents.” We have also reviewed originals or copies of such other agreements and documents as we have deemed necessary as a basis for the opinion expressed below. In our review of the Opinion Documents and other documents, we have assumed: