Worldwide Credit Agreement Sample Clauses

Worldwide Credit Agreement. The Company shall use reasonable best efforts to negotiate a payoff letter from the agent under the Worldwide Credit Agreement, in customary form reasonably acceptable to Parent, with respect to any and all obligations of the GXS Worldwide and its Subsidiaries under the Worldwide Credit Agreement (the “Worldwide Revolver Indebtedness”) which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to such Worldwide Revolver Indebtedness as of the anticipated Closing Date (and daily accrual thereafter) (the “Worldwide Credit Agreement Payoff Amount”) and (ii) state that all liens and all guarantees in connection therewith relating to the assets of Worldwide or any Subsidiary of Worldwide shall be, upon the payment of the Worldwide Credit Agreement Payoff Amount on the Closing Date, released and terminated (the payoff letter described in this sentence being referred to as the “Worldwide Credit Agreement Payoff Letter”). The Company shall use its reasonable best efforts to deliver a copy of the Worldwide Credit Agreement Payoff Letter to Parent no less than three (3) Business Days prior to the delivery thereof to such agent, and in any case no less than three (3) Business Days prior to the Closing Date. The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent to facilitate the termination of commitments under the Worldwide Credit Agreement, effective as of the Effective Time, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances and termination of all guarantees in connection therewith on the Closing Date, effective as of the Effective Time (such termination, repayment and release, the “Worldwide Credit Agreement Termination”); provided that in no event shall this Section 6.14(a) require the Company or any of its Subsidiaries to make any payment or incur any Liability in connection with such Worldwide Credit Agreement Termination or cause such Worldwide Credit Agreement Termination unless the Closing shall have occurred and the Company shall have received funds to pay in full the Worldwide Credit Agreement Payoff Amount. In addition, to the extent Parent requests, the Company shall use its reasonable best efforts to obtain payoff letters in customary form for and with respect to any other indebtedness t...
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Related to Worldwide Credit Agreement

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

  • 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.

  • 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.

  • 01 of the Credit Agreement Section 1.01 of the Credit Agreement is hereby amended as follows:

  • 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:

  • Existing Credit Agreement On the date of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall be replaced hereby; provided that the Borrower, the Administrative Agent and the Lenders agree that on the date of the initial funding of Loans hereunder, the loans and other Indebtedness of the Borrower under the Existing Credit Agreement shall be renewed, rearranged, modified and extended with the proceeds of the initial funding and the “Commitments” of the lenders under the Existing Credit Agreement shall be superseded by this Agreement and terminated. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. The terms and conditions of this Agreement and the Administrative Agent’s, the Lenders’ and the Issuing Banks’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and in respect of the Existing Letters of Credit. The undersigned hereby waive (i) any right to receive any notice of such termination, (ii) any right to receive any notice of prepayment of amounts owed under the Existing Credit Agreement, and (iii) any right to receive compensation under Section 5.02 of the Existing Credit Agreement in respect of Eurodollar Loans outstanding under the Existing Credit Agreement resulting from such rearrangement. Each Lender that was a party to the Existing Credit Agreement hereby agrees to return to the Borrower, with reasonable promptness, any promissory note delivered by the Borrower to such Lender in connection with the Existing 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:

  • of the Credit Agreement Section 8.2.4 of the Credit Agreement is hereby amended as follows:

  • Amendment to Credit Agreement (a) As of the Effective Date (as defined herein), Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in their appropriate alphabetical order:

  • 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:

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