Second Restatement Date Sample Clauses

Second Restatement Date. On the Second Restatement Date:
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Second Restatement Date. The amendments to the ------------------------ Existing Credit Agreement embodied in this Agreement shall not be effective (in which case the Existing Credit Agreement shall remain in full force and effect) and the Tranche B Term Loans shall not be required to be funded unless and until the following conditions precedent have been satisfied: (a) The Lenders shall have received a favorable written opinion of each of (i) Xxxxx X. Xxxx, Vice President, Secretary and General Counsel of SSCC, JSCE, SNC and the Borrower, substantially in the form of Exhibit D-1 and (ii) Winston & Xxxxxx, counsel for SSCC, JSCE, SNC and the Borrower, substantially in the form of Exhibit D-2, in each case (A) dated the Second Restatement Date, (B) addressed to the Senior Managing Agents, the Administrative Agent, the Managing Agents, the Fronting Bank, the Lenders, the Swingline Lender and the Collateral Agent and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. SSCC, JSCE and the Borrower hereby instruct such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Transactions and the Borrowings hereunder shall be reasonably satisfactory to the Tranche B Lenders and to Cravath, Swaine & Xxxxx, counsel for the Administrative Agent. (c) The Lenders shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of SSCC, JSCE and the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of SSCC, JSCE and the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of SSCC, JSCE and the Borrower dated the Second Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party, as in effect on the Second Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by such Loan Party, authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is or will be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Second Restatement Da...
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Second Restatement Date. The amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
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Second Restatement Date. On the Second Restatement Date: (a) Credit Agreement and Loan Documents. The Agent (or its counsel) shall have received (i) from each party thereto either (A) a counterpart of the Second Amendment and Restatement Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart thereof and (ii) duly executed copies of such other certificates, documents, instruments and agreements as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.07.
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Second Restatement Date. On the Second Restatement Date, (i) each Existing Letter of Credit, to the extent outstanding, shall constitute a Letter of Credit hereunder (and to the extent any such Letter of Credit was a Facility A Letter of Credit under the Existing Credit Agreement, it shall be a Facility A Letter of Credit hereunder and to the extent it was a Facility B Letter of Credit under the Existing Credit Agreement, it shall be a Facility B Letter of Credit hereunder), (ii) each such Existing Letter of Credit shall be included in the calculation of LC Exposure and “Facility A LC Exposure” or “Facility B LC Exposure”, as applicable and (iii) all liabilities of the Company and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations.
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Second Restatement Date. The effectiveness of this Agreement on the Second Restatement Date shall be subject to the prior or concurrent satisfaction or waiver of the conditions precedent set forth in the Second Amendment and Restatement Agreement.
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Second Restatement Date. The occurrence of the Second ----------------------- Restatement Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.3. -----------
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Second Restatement Date. The Company, each Lender and the Agent agree that on the Second Restatement 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) Notwithstanding any contrary provision contained in this Agreement or in any Loan Document, each Letter of Credit which is then outstanding under the Prior Credit Agreement and identified on Schedule 1.01 hereto (each an "Existing Letter of Credit") shall be deemed a Letter of Credit issued and outstanding pursuant to Article III of this Agreement and each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuer, without recourse, representation or warranty, an undivided participation interest equal to its pro-rata share of the face amount of each Existing Letter of Credit and each draw paid by such Issuer thereunder. The Company, each Lender, and the Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof; (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
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Related to Second Restatement Date

  • Amendment and Restatement (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Restatement Effective Date If this is an amendment and restatement, the effective date of the restatement (hereinafter called the "Effective Date") is:

  • December When New Year's Day or Australia Day is a Saturday or Sunday, a holiday in lieu thereof shall be observed on the next Monday.

  • December 2020 In the presence of:

  • November Sun Mon Tue Wed Thur Fri Sat 1 2 3 flw

  • April the President shall provide the candidate with her written decision, pursuant to Article 20.10, to take one of the following actions (copies to the URC, Vice-President (Academic), Xxxx, DRC, President of the Association): 20.47.8.1 to transmit confirmation of the URC recommendation to the Board of Governors; or 20.47.8.2 to send the matter to the UAC, pursuant to 20.10.2.

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

  • February Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 28 29 30 31 Su Mo Tu We Th Fr Sa 1 2 3 11 12 13 14 15 16 17 25 26 27 28 29 30 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 23 24 25 26 27 28 29

  • Agreement Date This Agreement is valid and binding upon the date set forth in the initial paragraph of this Agreement.

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