Background to Amendment Sample Clauses

Background to Amendment. The Borrower, the Guarantors, the Banks and the Agent desire to amend the Credit Agreement to increase the amount of the letter of credit subfacility under the revolving credit facility, modify certain principal "step-down" provisions with respect to the revolving credit facility limits, modify certain financial covenants and modify the pricing grid applicable to the Loans.
Sample 1
Background to Amendment. The Borrower, the Guarantors, the Banks and the Agent desire to amend the Credit Agreement to modify the definition of "Fixed Charges" for purposes of the Fixed Charge Coverage Ratio covenant of the Loan Parties.
Sample 1
Background to Amendment. The Borrower, the Guarantors, the Banks and the Agent desire to amend the Credit Agreement to (i) increase the aggregate Revolving Credit Commitments of the Banks to $30,000,000 and (ii) increase the LOC Subfacility limit available to the Borrower from $3,000,000 to $6,000,000 and to provide specific provisions to govern a direct-pay letter of credit to be issued by the Agent for the Banks on the account of Borrower for the benefit of its subsidiary, Norment Security Group, Inc.
Sample 1
Background to Amendment. The Borrower, the Guarantors, the Banks and the Agent desire to amend the Credit Agreement to provide for the expiration and termination of the Revolving Credit Facility B, the assignment of Omega Bank's Revolving Credit Facility A Commitment to PNC Bank (whereby PNC Bank will become the sole lender under Revolving Credit Facility A), the modification of certain financial covenants, the waiver of an existing covenant violation, the addition of certain new covenants and the amendment of the pricing grid for the Loans.
Sample 1
Background to Amendment. The Borrower, the Guarantors, the Banks and the Agent desire to (i) increase the Banks' commitment to lend under the Revolving Credit Facility from $10,000,000 to $13,000,000, (ii) increase the amount of the LC Subfacility from $8,000,000 to $13,000,000 and (iii) terminate the Swing Line.
Sample 1
Background to Amendment. The Borrower, the Guarantors, the Banks and the Agent desire to (A) amend the Credit Agreement (i) to recognize and give effect under the Credit Agreement and the Loan Documents to the Loan Party Reorganization Transactions, (ii) to amend certain of the financial reporting obligations of the Borrower, (iii) to waive certain covenant violations, (iv) to amend the Applicable Margin under the Credit Agreement, (iv) to modify the marketable investments collateral coverage requirements, (v) to delete the minimum EBITDA financial covenant and (vi) to make certain other technical and conforming modifications to the terms and provisions of the Credit Agreement regarding the Bank's outstanding Letter of Credit to Regions Bank, as trustee, supporting Industrial Development Board of the City of Xxxxxxxxxx Series 1999 Revenue Bonds for Xxxxxxx and (B) make a conforming change to the Securities Pledge Agreement.
Sample 1
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Related to Background to Amendment

  • CONSENT TO AMENDMENT NO 1 CONSENT TO AMENDMENT NO. 1 (this “Consent”) to Amendment No. 1 (“Amendment”), dated as of February 6, 2013 (this “Amendment”), by and among PAR PHARMACEUTICAL COMPANIES, INC. (the “Parent Borrower”), PAR PHARMACEUTICAL, INC. (the “Co-Borrower”), SKY GROWTH INTERMEDIATE HOLDINGS II CORPORATION (“Holdings”), the Subsidiary Guarantors party thereto, BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., XXXXXXX XXXXX BANK USA, CITIGROUP GLOBAL MARKETS INC., RBC CAPITAL MARKETS12 and BMO CAPITAL MARKETS (collectively, the “Lead Arrangers”), and BANK OF AMERICA, N.A., as Administrative Agent, under the Credit Agreement, dated as of September 28, 2012 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among the Parent Borrower, the Co-Borrower, Holdings, SKY GROWTH ACQUISITION CORPORATION and BANK OF AMERICA, N.A., as administrative agent under the Loan Documents, Swing Line Lender and L/C Issuer, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and the other parties thereto from time to time. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Amendment.

  • Consent to Amendments This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes of each Series except that, (i) with the written consent of the holders of all Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of the holders of all Notes of all Series, at the time outstanding (and not without such written consents), the Notes of such Series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes of such Series, (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any Series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration, (iii) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (iv) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of such Series or the terms and provisions of such Accepted Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Conditions Precedent to Amendment The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof:

  • Reference to Amendments Security Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any amendment pursuant to this Section may, and shall if required by the Collateral Agent or the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent and the Collateral Agent as to any matter provided for in such amendment. If the Company shall so determine, new Security Certificates so modified as to conform, in the opinion of the Collateral Agent, the Purchase Contract Agent and the Company, to any such amendment may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent in accordance with the Purchase Contract Agreement in exchange for Outstanding Security Certificates.

  • RIGHT TO AMEND This Agreement may only be amended through written consent of the Parties.

  • Modifications to Agreement You acknowledge that the practice of registering and administering domain names is constantly evolving; therefore, you agree that Tucows may modify this Agreement, or any other related and/or applicable agreement, as is necessary to comply with its agreements with ICANN, a registry or any other entity or individual, as well as to adjust to changing circumstances. Your continued use of the domain name registered to you will constitute your acceptance of this Agreement with any revisions. If you do not agree to any change, you may request that your domain name registration be cancelled or transferred to a different accredited registrar. You agree that such cancellation or request for transfer will be your exclusive remedy if you do not wish to abide by any change to this Agreement, or any other related and/or applicable agreement.

  • Modification of Rights The rights of the Optionee are subject to modification and termination in certain events as provided in this Option Agreement and the Plan.

  • No Waiver; Amendments, etc This letter sets out the full extent of your obligations of confidentiality owed to us in relation to the information the subject of this letter. No failure or delay in exercising any right, power or privilege under this letter will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges under this letter. The terms of this letter and your obligations under this letter may only be amended or modified by written agreement between us.

  • Effective Date and Term of Agreement This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

  • Modification, Amendment and Termination This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC.

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