Continued Effectiveness; No Novation Sample Clauses

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith is intended to or shall serve to effect a novation of the Obligations under the Credit Agreement and the other Loan Documents. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Credit Agreement, as amended hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties under the Credit Agreement and the other Loan Documents, in each case, as amended by, or executed and/or delivered in connection with, this Amendment, as the each of the foregoing further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Amendment.
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Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith is intended to or shall serve to effect a novation of the Obligations under the Credit Agreement and the other Loan Documents. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, provided for therein and secured by the Collateral.
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Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Original Note Purchase and Private Shelf Agreement or the Original Series A Notes. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Note Purchase and Private Shelf Agreement and the Original Series A Notes, as amended by this Agreement. The Company acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the Restatement Effective Date against any of the holders of Notes with regard to the indebtedness, liabilities and obligations created under the Original Note Purchase and Private Shelf Agreement or the Original Series A Notes. This Agreement and all agreements, instruments and documents executed or delivered in connection herewith shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section. All references in this Agreement or in the Note Guarantee to “Notes” shall be deemed to refer to, without limitation, the “Notes” of the Company under, pursuant to and as defined in this Agreement. * * * * * A/75932249.10 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MSA SAFETY INCORPORATED By: Name: Title: MINE SAFETY APPLIANCES COMPANY, LLC By: Name: Title: This Agreement is hereby accepted and agreed to as of the date thereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By Vice President [Signature Page to Note Purchase and Private Shelf Agreement] A/75932249.10 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ___________________________________ Vice President ZURICH AMERICAN INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: ______________________________ Vice President FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: ______________________________ Vice President A/75932249.10 INFORMATION SCHEDULE Authorized Officers for Prudential Prudential Investment Management, Inc.c/o Prudential Capital Group1114 Xxxxxx x...
Sample 1See All (4)
Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Existing Note Purchase and Private Shelf Agreement or the Existing Series A Notes. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Note Purchase and Private Shelf Agreement and the Existing Series A Notes, as amended by this Agreement. The Company acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the Restatement Effective Date against any of the holders of Notes with regard to the indebtedness, liabilities and obligations created under the Existing Note Purchase and Private Shelf Agreement or the Existing Series A Notes. This Agreement and all agreements, instruments and documents executed or delivered in connection herewith shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section. All references in this Agreement or in the Note Guarantee to “Notes” shall be deemed to refer to, without limitation, the “Notes” of the Company under, pursuant to and as defined in this Agreement. * * * * *
Sample 1
Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Original Agreement or the Original Notes. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, liabilities and obligations created under the Original Agreement and the Original Notes, as amended and restated by this Agreement. The Company acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the dated of Closing against any of the holders of Notes with regard to the indebtedness, liabilities and obligations created under the Original Agreement or the Original Notes. This Agreement and all agreements, instruments and documents executed or delivered in connection herewith shall each be deemed to be amended and restated to the extent necessary to give effect to the provisions of this Section. All references in this Agreement to “Notes” shall be deemed to refer to, without limitation, the “Notes” of the Company under, pursuant to and as defined in this Agreement.
Sample 1
Continued Effectiveness; No Novation. Notwithstanding anything contained herein, the terms of this Agreement are not intended to and do not serve to effect a novation of the obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement. Instead, it is the express intention of the parties hereto to reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement that is evidenced by the notes provided for therein and secured by the collateral contemplated thereby and hereby. The Credit Parties acknowledge and confirm that the liens and security interests granted pursuant to the Loan Documents secure the obligations, liabilities and indebtedness of the Credit Parties to the Lenders under the Existing Credit Agreement, as amended and restated hereby, and that the term "
Sample 1
Continued Effectiveness; No Novation. Notwithstanding anything contained herein, the terms of this Agreement are not intended to and do ‎not serve to effect a novation of the obligations, liabilities or indebtedness of Borrowers under the Prior Agreement. Instead, it is the express intention of ‎the parties hereto to reaffirm, amend and restate the obligations, liabilities and indebtedness of Borrowers created under or otherwise evidenced by the Prior ‎Agreement. Loans (as defined under the Prior Agreement) under the Prior Agreement outstanding as of the ‎Closing Date shall automatically be deemed to constitute Loans under this Agreement. The ‎Loan Documents and all agreements, documents and instruments executed and delivered in ‎connection with any of the foregoing shall each be deemed to be amended to the extent necessary ‎to give effect to the provisions of this Agreement. Cross-references in the Loan Documents to ‎particular section or subsection numbers in the Prior Agreement shall automatically be deemed to be ‎cross-references to the corresponding sections or subsections, as applicable, of this Agreement.
Sample 1
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Continued Effectiveness; No Novation. This Guarantee Agreement shall, and hereby does, amend, restate and replace in its entirety the Original Note Purchase Agreement Guarantee which, as so amended and restated by this Guarantee Agreement, continues in full force and effect without rescission or novation thereof. The parties hereto hereby acknowledge and agree that the amendments to the Original Note Purchase Agreement Guarantee set forth herein could have been effected through an agreement or instrument amending the Original Note Purchase Agreement Guarantee, and for convenience, the parties hereto have agreed to amend and restate the terms and provisions of the Original Note Purchase Agreement Guarantee pursuant to this Guarantee Agreement. Anything contained herein to the contrary notwithstanding, this Guarantee Agreement is not intended to and shall not serve to effect a novation of the obligations under the Original Note Purchase Agreement Guarantee. Instead, it is the express intention of the Guarantor to reaffirm the liabilities and obligations created under the Original Note Purchase Agreement Guarantee, as amended and restated by this Guarantee Agreement. The Guarantor acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the date hereof against any of the holders of the Notes with regard to the liabilities and obligations created under the Original Note Purchase Agreement Guarantee. A/75938189.2
Sample 1
Continued Effectiveness; No Novation. This Agreement shall, and hereby does, amend, restate and replace in its entirety the Original Intercompany Subordination Agreement which, as so amended and restated by this Agreement, continues in full force and effect without rescission or novation thereof. The parties hereto hereby acknowledge and agree that the amendments to the Original Intercompany Subordination Agreement set forth herein could have been effected through an agreement or instrument amending the Original Intercompany Subordination Agreement, and for convenience, the parties hereto have agreed to amend and restate the terms and provisions of the Original Intercompany Subordination Agreement pursuant to this Agreement. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Original Intercompany Subordination Agreement. Instead, it is the express intention of the Loan Parties to reaffirm the liabilities and obligations created under the Original Intercompany and Subordination Agreement, as amended and restated by this Agreement. Each Loan Party acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the date hereof against any of the holders of the Notes with regard to the liabilities and obligations created under the Original Intercompany Subordination Agreement. A/75944651.4
Sample 1

Related to Continued Effectiveness; No Novation

  • Continued Effectiveness The Company shall use its reasonable best efforts to keep any Shelf Registration Statement filed pursuant to Section 2.02(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder and (iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 2.02(d), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 2.02(d) or (y) required by applicable law, rule or regulation.

  • Term and Effectiveness This Agreement shall become effective as of the first date written above. Once effective, this Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods; provided that such continuance is specifically approved at least annually by: (i) the vote of the Board of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors, in accordance with the requirements of the 1940 Act.

  • Effectiveness of Agreement This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

  • Date of Effectiveness; Limited Effect This Amendment will become effective as of the date first written above (the “Effective Date”). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of another Party. On and after the Effective Date, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Existing Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.

  • Conditions to Effectiveness of Extensions Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless:

  • Continued Effect Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

  • Effectiveness, Termination and Amendment This Agreement shall become effective upon the execution hereof by the Dealer and the receipt of this executed Agreement by the Dealer Manager. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. In addition to termination pursuant to Section IX, any party may terminate this Agreement by written notice, which termination shall be effective 48 hours after such notice is given. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of the Dealer or the Dealer Manager, except as set forth in this Agreement. The indemnification agreements contained in Section 6 of the Dealer Manager Agreement shall survive the termination of this Agreement and the Dealer Manager Agreement, and the respective agreements and obligations of the Dealer Manager and the Dealer set forth in Sections IV, V, VI, 7.2, 7.5, 7.6, VIII and XI through XXI of this Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement. This Agreement may be amended at any time by the Dealer Manager by written notice to the Dealer. Any such amendment shall be deemed accepted by the Dealer upon the Dealer placing an order for the sale of Shares after it has received such notice.

  • Conditions to Effectiveness of this Agreement The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:

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