INTRODUCTORY STATEMENT Sample Clauses
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INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemente...
INTRODUCTORY STATEMENT. The Company and Executive entered into a Second Amended and Restated Employment Agreement dated as of July 18, 2005, as amended (the “Original Agreement”). The parties desire to extend the term of the Original Agreement for an additional one-year term and amend certain provisions of the “Bonus Formula” set forth therein.
INTRODUCTORY STATEMENT. The Board of Directors of each of Queens and Haven (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of Queens and Haven, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, their respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Queens' willingness to enter into this Agreement, Queens and Haven have entered into a stock option agreement ("Option Agreement"), pursuant to which Haven has granted to Queens an option to purchase shares of Haven's common stock, par value $.01 per share ("Haven Common Stock"), upon the terms and conditions contained therein. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes. Queens and Haven desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:
INTRODUCTORY STATEMENT. Pursuant to the terms of a Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 among the Obligor, the Guarantors which are parties thereto from time to time, the Lenders parties thereto from time to time and the Agent (such agreement as hereinafter amended, supplemented or otherwise modified, or renewed, replaced or extended from time to time being referred to as the “Credit Agreement”) the Lenders have agreed, subject to the terms and conditions thereof, to make loans (the “Loans”) to, and to participate in letters of credit (the “Letters of Credit”) issued on behalf of, the Obligor. The Credit Agreement, the Notes referred to therein, the Letters of Credit and the other documents, instruments and agreements contemplated thereby; as they have been and may further be amended, supplemented or otherwise modified, renewed, replaced or extended from time to time, shall hereinafter be referred to as the “Senior Obligation Documents.” For purposes of this Agreement, unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given to such terms in the Credit Agreement. Hallmark Cards is the ultimate parent of the largest shareholder of the Obligor. Hallmark Cards has previously, through HC Crown Corp. and other wholly-owned subsidiaries, made loans or otherwise extended credit to the Obligor or Other Debtors, and may from time to time hereafter make or cause the Subordinated Creditors to make additional loans or other extensions of credit to the Obligor or Other Debtors. In order to induce the Agent and the Lenders to enter into the Credit Agreement, the Subordinated Creditor entered into that certain Subordination and Support Agreement dated as of August 31, 2001 (the “Existing Subordination Agreement”), in order to subordinate the Subordinated Obligations (as defined in the Existing Subordination Agreement) to the Senior Obligations (as defined in the Existing Subordination Agreement) and to provide certain support obligations in favor of the Obligor, in each case as provided in the Existing Subordination Agreement. The Obligor wishes to (a) issue a promissory note in favor of Hallmark Cards in the principal amount of $33,082,019 (the “Tax Note”) in consideration for its obligations of repayments to Hallmark Cards arising under that certain Tax Sharing Agreement dated March 11, 2003 as a result of the disallowance by the Internal Revenue Service of the use of certain of Obligor’s losses for the cale...
INTRODUCTORY STATEMENT. The Board of Directors of each of Parent and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation. The parties hereto intend that the Integrated Mergers shall together be treated as a single integrated transaction that qualifies as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder,...
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan (the “Whole Loan”) that was co-originated by JPMorgan Chase Bank, National Association (“JPMCB”), Citi Real Estate Funding Inc. (“CREFI”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (“GS Bank”), Deutsche Bank AG, New York Branch (“DBNY”) and Societe Generale Financial Corporation (“SGFC” and, together with JPMCB, CREFI, GS Bank and DBNY in such capacity, the “Originators”) pursuant to that certain Loan Agreement, dated as of the Cut-off Date (the “Mortgage Loan Agreement”), among the borrower entities set forth therein (collectively, the “Borrowers”) and the Originators. As of the Closing Date, the aggregate outstanding principal balance of the Whole Loan is $1,325,000,000. The Whole Loan is evidenced by thirty (30) promissory notes (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Notes”) divided into four (4) tranches (each, a “Note Tranche”) listed below. A Note A1-S Trust Note JPMCB $87,400,000 5.89283000% Note A2-S Trust Note CREFI $87,400,000 5.89283000% Note A3-S Trust Note DBNY $87,400,000 5.89283000% Note A4-S Trust Note GSMC $87,400,000 5.89283000% Note A5-S Trust Note SGFC $87,400,000 5.89283000% Note A1-C1 Non-Trust Note JPMCB $41,000,000 5.89283000% Note A1-C2 Non-Trust Note JPMCB $41,000,000 5.89283000% Note A2-C1 Non-Trust Note CREFI $41,000,000 5.89283000% Note A2-C2 Non-Trust Note CREFI $41,000,000 5.89283000% Note A3-C1 Non-Trust Note DBNY $41,000,000 5.89283000% Note A3-C2 Non-Trust Note DBNY $41,000,000 5.89283000% Note A4-C1 Non-Trust Note GS Bank $41,000,000 5.89283000% Note A4-C2 Non-Trust Note GS Bank $41,000,000 5.89283000% Note A5-C1 Non-Trust Note SGFC $41,000,000 5.89283000% Note A5-C2 Non-Trust Note SGFC $41,000,000 5.89283000% B Note B-1 Trust Note JPMCB $38,280,000 6.34313000% Note B-2 Trust Note CREFI $38,280,000 6.34313000% Note B-3 Trust Note DBNY $38,280,000 6.34313000% Note B-4 Trust Note GSMC $38,280,000 6.34313000% Note B-5 Trust Note SGFC $38,280,000 6.34313000% C Note C-1 Trust Note JPMCB $38,460,000 6.96993000% Note C-2 Trust Note CREFI $38,460,000 6.96993000% Note C-3 Trust Note DBNY $38,460,000 6.96993000% Note C-4 Trust Note GSMC $38,460,000 6.96993000% Note C-5 Trust Note SGFC $38,460,000 6.96993000% D Note D-1 Trust Note JPMCB $18,860,000 7.93133000% Note D-2 Trust Note CREFI $18,860,000 7.93133000% Note D-3 Trust Note DBNY $18,860,000 7.93...
INTRODUCTORY STATEMENT. The following Articles include a three year agreement adopted by and between the Park Hill School District Board of Education (hereinafter referred to as the "Board") and the Park Hill National Education Association (hereinafter referred to as the "Association"). These articles and all included provisions shall become effective July 1, 2019 and shall remain in effect until June 30, 2022.
INTRODUCTORY STATEMENT. The Lenders have made available to the Borrowers a credit facility pursuant to the terms of the Credit Agreement. The Lenders and the Agent have agreed to amend the Credit Agreement, all on the terms and subject to the conditions herein set forth. Therefore, the parties hereto hereby agree as follows:
INTRODUCTORY STATEMENT. On February 2, 2005, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court initiating the Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower has applied to the Lenders for a loan facility of up to $725,000,000, comprised of (i) a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $300,000,000 as set forth herein and (ii) a term loan in an aggregate principal amount of $425,000,000 as set forth herein, all of the Borrower's obligations under each of which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used (i) in the case of revolving credit loans and letters of credit, for general working capital and corporate purposes of the Borrower and the Guarantors (including, but only to the extent permitted under Section 6.10, for loans and advances to Subsidiaries not party hereto) and (ii) the case of the term loan, to refinance and repay in full the Existing First Lien Indebtedness. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, the Obligations of the Borrower and the Guarantors to JPMCB, any other Lender or any of their respective banking Affiliates permitted by Section 6.03(vi)), the Borrower and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein):
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. ▇▇▇▇▇ Fargo Bank, National Association (together with its successors-in-interest, “WFB”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (together with its successors-in-interest, “MSBNA”), Citi Real Estate Funding Inc. (together with its successors-in-interest, “CREFI”) and DBR Investments Co. Limited (“DBRI”), originated a ten-year, fixed-rate, interest-only mortgage loan (the “Whole Loan”) pursuant to that certain Loan Agreement, dated as of December 10, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by WFB, MSBNA, CREFI and DBRI as lenders, and BP/CGCenter I LLC and BP/CGCenter II LLC, each a Delaware limited liability company (individually or collectively, as the context may require, and together with their respective successors-in-interest and permitted assigns, the “Borrower”). The Whole Loan consists of (a) a portion that has an unpaid principal balance as of the Cut-off Date of $426,700,000 (the “Mortgage Loan”), and is evidenced by the promissory notes designated as Note A-1-S1, Note A-2-S1, Note A-3-S1, Note A-4-S1, Note B-1, Note B-2, Note B-3 and Note B-4 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Trust Notes”), and (b) portions that have an aggregate unpaid principal balance as of the Cut-off Date of $573,300,000 (“Companion Loan”), and are evidenced by the promissory notes designated as Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4, Note A-2-C1, Note A-2-C2, Note A-2-C3, Note A-2-C4, Note A-3-C1, Note A-3-C2, Note A-3-C3, Note A-3-C4, Note A-4-C1, Note A-4-C2, Note A-4-C3 and Note A-4-C4 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Companion Notes”). The Trust Notes and the Companion Notes are collectively referred to herein as the “Notes” and, each, as a “Note”. The Mortgage Loan was sold and assigned by WFB, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“MSMCH”), CREFI and German American Capital Corporation (“GACC”) (collectively, in such capacity, the “Mortgage Loan Sellers”) to the Depositor pursuant to a mortgage loan purchase agreement, dated as of December 17, 2021 (the “Mortgage Loan Purchase Agreement”), among the Mortgage Loan Sellers and the Depositor. The Companion Loans are not ...