Form of Sample Clauses

Form of. A-1 Committed Loan Notice A-2 Swing Line Loan Notice B Note C Compliance Certificate D-1 Assignment and Assumption D-2 Administrative Questionnaire E Opinions F Report of Letter of Credit Information CREDIT AGREEMENT This CREDIT AGREEMENT (as may by hereafter amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of August 24, 2011, among THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third”), as Administrative Agent, Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., U.S. BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Documentation Agent. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Form of. ASSIGNMENT AND ASSUMPTION This Assignment and Assumption Agreement (the "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and Obligations of the Assignor under the respective facilities identified below (including without limitation any Letters of Credit, guarantees, and Swing Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or wa...
Form of. A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Covington & Burling LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28, 2018, among AVNET, INC., a New York corporation (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Form of. A-1 Committed Loan Notice A-2 Swing Line Loan Notice B-1 Revolving Note B-2 Swing Line Note C Compliance Certificate D Assignment and Assumption E-1 Foreign Lender Exemption Certificate E-2 Foreign Lender U.S. Tax Compliance Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Closing and Solvency Certificate G Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L Intercreditor Agreement M Payment Conditions Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of August 21, 2018, among VINCE, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors named on Schedule 1.01 hereto, each Lender from time to time party hereto, each L/C Issuer from time to time party hereto, and CITIZENS BANK, N.A., as administrative agent, collateral agent and an L/C issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Form of. A Borrowing Notice B L/C Certificate C Continuation/Conversion Notice D-1 Revolving Credit Note D-2 Term Note E Compliance Certificate F Assignment and Assumption G Assumption and Joinder H Sale Note THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 1, 2006, is among RELIANT ENERGY, INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES referred to herein, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Revolving Credit Facility Agent, Term Facility Agent, Collateral Agent and Revolving Credit Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Pre-Funded L/C Facility Agent, Term Facility Syndication Agent and Pre-Funded L/C Facility Syndication Agent, GOLDMAN SACHS CREDIT PARTNERS L.P. and MERRILL LYNCH CAPITAL CORPORATION, as Documentation Agents and Joint Book Runners for the Revolving Credit Facility, THE BANK OF NOVA SCOTIA AND UBS LOAN FINANCE LLC, as Documentation Agents and Joint Book Runners for the Term Facility, and ABN AMRO N.V., as Documentation Agent and Joint Book Runner for the Pre-Funded L/C Facility.
Form of. JOINDER AGREEMENT The undersigned is executing and delivering this Joinder Agreement pursuant to that certain MD Stockholders Agreement, dated as of [●], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “MD Stockholders Agreement”) by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Michael S. Dell, Susan Lieberman Dell Separate Property Trust and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the MD Stockholder Agreement. By executing and delivering this Joinder Agreement to the MD Stockholders Agreement, the undersigned hereby adopts and approves the MD Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the transferee of DTI Securities, to become a party to, and to be bound by and comply with the provisions of, the MD Stockholders Agreement applicable to a Stockholder [and] [an MD Stockholder / MD Co-Investor], respectively, in the same manner as if the undersigned were an original signatory to the MD Stockholders Agreement. [The undersigned hereby represents and warrants that, pursuant to this Joinder Agreement and the MD Stockholders Agreement, it is a Permitted Transferee of [●] and will be the lawful record owner of [●] shares of [Insert description of series / type of Security] of the Company as of the date hereof. The undersigned hereby covenants and agrees that it will take all such actions as required of a Permitted Transferee as set forth in the MD Stockholders Agreement, including but not limited to conveying its record and beneficial ownership of any DTI Securities and all rights, title and obligations thereunder back to the initial transferor Stockholder or to another Permitted Transferee of the original transferor Stockholder, as the case may be, immediately prior to such time that the undersigned no longer meets the qualifications of a Permitted Transferee as set forth in the MD Stockholders Agreement.]1 The undersigned acknowledges and agrees that Section 8.2 through Section 8.6 of the MD Stockholders Agreement are incorporated herein by reference, mutatis mutandis. 1 [To be incl...
Form of. Election to Purchase The undersigned hereby irrevocably elects to exercise _________ of the Class ___-1 Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment for such Warrant Shares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _____________________, whose address is________________________________________________ and that such certificate be delivered to _______________________, whose address is _______________________________________. If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of ____________________, whose address is _________________________________________ and that such Warrant Certificate be delivered to ________________________, whose address is _____________________________________________________________. Dated: , 200 --------------------------------- ----- Name of holder of Warrant Certificate: -------------------------------------------------- -------------------------------------------------- (Please Print) Address: _______________________________________ --------------------------------------- Federal Tax ID No.: _____________________________ Signature: ______________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.