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 Board of Directors of each of RCFC and Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of RCFC and Bayonne, 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, its 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 RCFC's willingness to enter into this Agreement, RCFC and Bayonne have entered into a stock option agreement (the "Option Agreement"), pursuant to which Bayonne has granted to RCFC an option to purchase shares of Bayonne's common stock, par value $0.01 per share ("Bayonne Common Stock"), upon the terms and conditions therein contained; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, within twenty-one days of the date of this Agreement, execute in favor of RCFC a Letter Agreement in the form annexed as Exhibit A. The parties hereto intend that the Merger as defined herein 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, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RCFC and Bayonne 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. 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 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. On July 21, 1997, Payless Cashways, Inc., an Iowa corporation, as debtor and debtor-in-possession (the "Debtor"), filed a voluntary petition with the Bankruptcy Court. On September 5, 1997, the Debtor filed its First Amended Plan of Reorganization with the Bankruptcy Court, which Plan of Reorganization was modified on October 9, 1997 and further modified by the Confirmation Order entered by the Bankruptcy Court on November 19, 1997 and on the record at the hearing with respect to the Confirmation Order (the "Plan of Reorganization"). On the effective date of the Plan of Reorganization, the Debtor merged into the Borrower and the Borrower obtained post-effective date revolving credit in the maximum amount of $150,000,000 pursuant to that certain amended and restated credit agreement, dated as of December 2, 1997, among the Borrower, as successor by merger to the Debtor, each of the financial institutions from time to time party thereto as lenders (together with their successors and assigns, the "Existing Lenders"), the Underwriters (as defined therein), CIBC, as the issuer of standby letters of credit, U.S. BANK NATIONAL ASSOCIATION, in its capacity as the issuer of documentary letters of credit and CIBC, as coordinating and collateral agent for the Existing Lenders, the Fronting Banks (as defined therein), the Underwriters and the other Secured Parties (as defined therein), as amended by that certain First Amendment to the Amended and Restated Revolving Credit Agreement dated as of August 13, 1998 (the "Existing Credit Agreement"). Contemporaneously herewith, the Borrower is entering into a new credit facility with Congress Financial Corporation (Central) ("Congress Financial") for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $260,000,000 (the "Congress Facility"), the proceeds of which will be used, in part, to repay (i) the outstanding principal amount of all of the New Revolving Loans owing under the Existing Credit Agreement (the "Existing Revolving Loans"), (ii) any and all accrued interest, fees, costs and expenses relating to the Existing Revolving Loans and the Existing Term Loans (as hereinafter defined) pursuant to the Existing Credit Agreement and (iii) $92,000,000 of the outstanding principal amount of New Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (the "Existing Term Loans" and, together with the Existing Revolving Loans, the "Existing Loans"),...
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. 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. 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. 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 ...
INTRODUCTORY STATEMENT. All capitalized terms not otherwise defined in this Amendment are used herein as defined in the Credit Agreement.