Oyster Debt Assumption definition

Oyster Debt Assumption means the assumption by the Borrower of all of the rights and obligations of the Oyster Borrower as the borrower in respect of the Term A-1 Loans, upon which the Oyster Borrower shall cease to constitute (and be released from all of its obligations as) the borrower in respect of the Term A-1 Loans, pursuant to an assumption agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower.
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Oyster Debt Assumption means (a) the assumption by the Borrower of all of the rights and obligations of the Oyster Borrower as the borrower in respect of the Term A-1 Loans, upon which the Oyster Borrower shall cease to constitute (and be released from all of its obligations as) the borrower in respect of the Term A-1 Loans, pursuant to an assumption agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, (b) the concurrent joinder of each Oyster Credit Party as a Guarantor Subsidiary pursuant a Counterpart Agreement and (c) in connection with the transactions described in clause (a) and clause (b) of this definition, the execution and delivery to the Agents of all documentation of the type that would be required pursuant to Section 5.10(b) in connection with a Subsidiary becoming a Guarantor Subsidiary, including without limitation, resolutions authorizing the Borrower’s execution and delivery of the assumption documentation referenced in clause (a) and performance of such assumption documentation and the Credit Documents as supplemented thereby and the Borrower’s and each Oyster Credit Party’s execution and delivery of the Counterpart Agreement and performance of its obligations with respect to such Counterpart Agreement and each of the Credit Documents supplemented thereby..
Sample 1

Examples of Oyster Debt Assumption in a sentence

  • Notwithstanding anything to the contrary contained herein, from and after the occurrence of the Oyster Debt Assumption, (x) the provisions of this Section 11 shall have no further force or effect and (y) none of the Oyster Credit Parties or the Credit Parties shall have any obligation to update or supplement the Oyster Perfection Certificate or any schedules to the Oyster Collateral Documents.

  • Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower or, to the extent pertaining to a participation in Term A-1 Loans prior to the Oyster Debt Assumption, the Oyster Borrower, will maintain a register on which it records the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans and Commitments (each, a “Participant Register”).

  • Each Lender that sells a participation agrees, at the Borrower’s (or, to the extent such participation pertains to a Term A-1 Loan prior to the Oyster Debt Assumption, the Oyster Borrower’s) request and expense, to use reasonable efforts to cooperate with the Borrower or, as applicable, the Oyster Borrower to effectuate the provisions of Sections 2.21 and 2.23 with respect to any participant.

  • For the avoidance of doubt, following the occurrence of the Oyster Debt Assumption, the Oyster Obligations shall, for purposes of this Agreement and the other Credit Documents, be deemed to constitute (and shall be subsumed by the definition of) Obligations and shall have no further independent meaning or significance hereunder or under the other Credit Documents.

  • Immediately upon the occurrence of the Oyster Debt Assumption, the Oyster Guaranty (and the guarantees provided thereunder) and the other Oyster Collateral Documents (and the Liens granted thereunder), in each case, shall automatically and irrevocably terminate, without any further action by any Person.

  • Notwithstanding anything to the contrary contained herein, prior to the Oyster Debt Assumption, the guarantee provided under this Section 7 shall not extend to or include the Oyster Obligations; provided that upon the Oyster Debt Assumption the obligations guaranteed under this Section 7 shall (without duplication of any such obligations otherwise guaranteed hereunder) automatically and irrevocably include the Oyster Obligations without any action by any Person.

  • Incremental Facilities will (i) rank pari passu in right of payment and security with the Initial Term Loans and, the Initial Revolving Commitments ( and, after the Oyster Debt Assumption, the Term A-1 Loans (in each case, subject to Section 8.2) and (ii) be secured by the same Liens (with the same ranking in priority) that secure the Initial Revolving Commitments and, the Initial Term Loans and, after the Oyster Debt Assumption, the Term A-1 Loans.

  • The entries in the Participant Register will be conclusive absent manifest error, and such Lender, the Borrower, the Oyster Borrower (prior to the Oyster Debt Assumption) and the Administrative Agent will treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such Loans and Commitments for all purposes of this Agreement, notwithstanding any notice to the contrary.

  • The entries in the Participant Register will be conclusive absent manifest error, and such Lender, the Borrower, the Oyster Borrower (prior to the Oyster Debt Assumption) and the Administrative Agent will treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such Loans and Commitments for all purposes of this Agreement, 208 148797484_8155722702_14 notwithstanding any notice to the contrary.

Related to Oyster Debt Assumption

  • Prepayment Assumption As defined in the Prospectus Supplement.

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • Incremental Term Loan Assumption Agreement means an Incremental Term Loan Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit A by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor” hereunder in favor of the Lenders.

  • Additional Refinancing Lender has the meaning set forth in Section 2.15(a).

  • Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit F or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed).

  • Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.

  • Initial Borrowing means the first Borrowing by the Borrower under this Agreement.

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Refinancing Loan shall have the meaning provided in Section 2.14(h)(i).

  • Incremental Loan Commitment shall have the meaning ascribed to such term in Section 2.22(a).

  • Refinancing Loans means the Refinancing Revolving Loans and the Refinancing Term Loans.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Incremental Loan has the meaning set forth in Section 2.14(b).

  • New Loan means a Loan made by the Failed Bank after the Bid Valuation Date that is not a continuation, amendment, modification, renewal, extension, refinancing, restructuring or refunding of or for any then-existing Loan.

  • Incremental Loans has the meaning assigned to such term in Section 2.22(a).

  • Supplemental Loan means any loan that is subordinate to the Senior Indebtedness.

  • Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower.

  • Refinancing Revolving Loans has the meaning assigned to such term in Section 2.26(a).

  • Co-op Loan A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

  • New Lender Supplement as defined in Section 2.1(c).

  • Assignment and Assumption Agreement means the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A.

  • Existing Loan means the loan identified on Exhibit H.

  • Subsidiary Loan Agreement means the agreement to be entered into between the Borrower and ECTEL pursuant to Section 3.01(b) of this Agreement, as the same may be amended from time to time; and such term includes all schedules to the Subsidiary Loan Agreement;

  • Commitment and Acceptance is defined in Section 2.18(b).