Restatement Date Transactions definition

Restatement Date Transactions means (i) the prepayment in full of the aggregate principal amount of the Term B Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the effectiveness of the Second Amendment, (ii) the prepayment in full of the aggregate principal amount of the Term A Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the effectiveness of the Second Amendment, other than that portion of the U.S. Dollar Term A Loans (as defined in the Original Credit Agreement) that is exchanged for a like principal amount of Term A Loans (as defined in the Amended and Restated Credit Agreement), and (iii) the repayment in full of the aggregate principal amount of any Revolving Credit Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the effectiveness of the Second Amendment and the termination of all commitments to make extensions of credit under the Revolving Credit Facilities (as defined in the Original Credit Agreement) in effect immediately prior to the effectiveness of the Second Amendment, other than that portion of Revolving Credit Commitments (as defined in the Original Credit Agreement) that is exchanged for a like principal amount of Revolving Credit Commitments (as defined in the Amended and Restated Credit Agreement).

Restatement Date Transactions means collectively, (a) the payment of fees, costs and expenses in connection with the execution of this Agreement and (b) the refinancing of outstanding revolving loans under the Existing Credit Agreement, including the payment of accrued and unpaid upfront fees and other amounts.

Restatement Date Transactions means collectively, (a) the ECS Acquisition, (b) the refinancing of certain Indebtedness of the Borrower and its Subsidiaries and the ECS Target and its Subsidiaries as contemplated by Section 7 of the Fifth Amendment, (c) the entering into and funding on the Restatement Date of the Restatement Date Draw and any amounts under the Revolving Credit Facility, and (d) the payment of fees, commissions, transaction costs and expenses incurred in connection with each of the foregoing.

Examples of Restatement Date Transactions in a sentence

• Immediately after the consummation of the Restatement Date Transactions to occur on the Restatement Date and immediately following the making of each Borrowing, and after giving effect to the application of the proceeds of each Borrowing, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

• Since January 31, 2008 and after giving effect to the Restatement Date Transactions, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

• The Lenders shall be satisfied that Borrower and the Restatement Date Transactions shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received satisfactory evidence of such compliance reasonably requested by them.

• There are and will be no commissions, rebates, premiums or other payments by or to or on account of any Credit Party, their shareholders or directors in connection with the Term Loan Facility, the Revolving Loan Facility or the Restatement Date Transactions as a whole other than as disclosed to the Administrative Agent in writing.

• As of the Restatement Date, after giving effect to the Restatement Date Transactions, the authorized, issued and outstanding capital stock and equity interests of the Obligors (other than Parent) and their Subsidiaries consists of the capital stock and equity interests described on Schedule 5.12, all of which is duly and validly issued and outstanding, and in the case of any corporation, fully paid and nonassessable.

More Definitions of Restatement Date Transactions

Restatement Date Transactions means collectively, the effectiveness of the Restatement Agreement, the making of the Restatement Date Incremental Term Loans, the Restatement Date Refinancing, the consummation of the Restatement Date Equity Contribution and the Restatement Date Redemptions, the payment (or, for purposes of determining satisfaction of the Minimum Liquidity Condition, deduction) of all Restatement Date Transaction Costs.

Restatement Date Transactions shall have the meaning given to the term “Transactions” in the Restatement Agreement.

Restatement Date Transactions means the transactions to occur on or about the Restatement Date, including (a) the execution and delivery of the Assumption Agreement and the assignment and assumption of the Obligations thereunder, (b) the exchange of all notes issued pursuant to the Existing Loan Agreement for Notes and (c) the payment of all related fees and expenses.

Restatement Date Transactions means, collectively, (a) the continuance and assignment, as applicable, of the Initial Term Loans hereunder on the Restatement Date pursuant to Section 2.01(a)(ii), (b) the Restatement Date Refinancing, (c) the Restatement Date Equity Financing, (d) the payment of fees and expenses in connection with the foregoing and (e) any post-closing activities related to the activities set forth in clauses (a) through (d) above.

Restatement Date Transactions means (i) the prepayment in full of the aggregate principal amount of the Term B Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the effectiveness of the Second Amendment, (ii) the prepayment in full of the aggregate principal amount of the Term A Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the effectiveness of the Second Amendment, other than that portion of the U.S. Dollar Term A Loans (as defined in the Original Credit Agreement) that is exchanged for a like principal amount of Term A Loans (as defined in the Amended and Restated Credit Agreement), and (iii) the repayment in full of the aggregate principal amount of any Revolving Credit Loans (as defined in the Original Credit Agreement) outstanding

Restatement Date Transactions means (i) the Equity Contribution, (ii) the Debt Refinancing and the Safeway Notes Repurchases, (iii) the consummation of the Safeway Acquisition and the other transactions contemplated by the Safeway Merger Agreement and the sale of the Eastern Division Assets, (iv) the incurrence of the initial Credit Extensions hereunder, the Term Loan Facility Indebtedness and Senior Safeway Acquisition Debt incurred on or prior to the Restatement Effective Date (including the entering into of the escrow agreements, the funding of the escrow accounts and the release of the funds therefrom), (v) the securing of the Ratably Secured Notes and (vi) the payment of fees and expenses (including OID and upfront fees) in connection with the foregoing.

Restatement Date Transactions means, collectively, (a) the execution and delivery of this Indenture and the other Note Documents described in Section 8.01 hereof, (b) the issuance of the First Out Notes, (c) the consummation of the ETI Acquisition, (d) the execution and delivery of the Third Supplemental Indenture, dated as of October 15, 2010, among the Issuer, the Guarantors and Wells Fargo Bank, N.A., as trustee, to the Second Lien Note Indenture, and (e) the consummation of any other transactions in connection with the foregoing.