Restatement Date Transactions Sample Clauses

Restatement Date Transactions. Subject to the terms and conditions set forth herein, (a) each Continuing Lender will continue as a Lender under this Agreement holding on the Restatement Date, after giving effect to the transactions provided for herein, a Loan in the amount set forth opposite the name of such Lender on Schedule 2.01, and (b) each Lender having a Commitment as set forth in Schedule 2.01 agrees to make a Loan to the Borrower on the Restatement Date in a principal amount equal to its Commitment, which amount will be applied to repay outstanding Loans of the Lenders under the Existing Credit Agreement other than the Loans that continue under clause (a) above to be held by the Continuing Lenders holding the same immediately prior to the transactions provided for herein, with the result that each Lender will hold on the Restatement Date, after giving effect to the transactions provided for herein, a Loan in the amount set forth opposite its name on Schedule 2.01. Amounts paid or prepaid in respect of Loans may not be reborrowed. The Commitments of Lenders shall expire at 5:00 p.m., New York City time, on the Restatement Date.
Sample 1
Restatement Date Transactions. 42 SECTION 2.02. Loans and Borrowings ...................................... 43 SECTION 2.03.
Sample 1
Restatement Date Transactions. Subject to the terms and conditions set forth herein, on the Restatement Date (a) each Increasing Lender and each Additional Lender shall make to the Borrower, and the Borrower shall borrow from each Increasing Lender and each Additional Lender, one or more Loans denominated in dollars in an aggregate principal amount equal to (i) in the case of each Increasing Lender, the excess of such Increasing Lender’s Restatement Loan Amount over its Original Loan Amount and (ii) in the case of each Additional Lender, such Additional Lender’s Restatement Loan Amount, (b) the Borrower shall irrevocably direct the Administrative Agent to directly apply all the proceeds of the Loans made under the foregoing clause (a) of this Section 2.01 to (i) prepay in full on the Restatement Date, pursuant to the last sentence of Section 9.02(b) of the Existing Credit Agreement, all the outstanding principal of the loans under the Existing Credit Agreement held by the Non-Continuing Lenders and (ii) prepay a principal amount of the loans under the Existing Credit Agreement of each Continuing Lender (other than the Increasing Lenders) equal to the excess of such Continuing Lender’s Original Loan Amount over its Restatement Loan Amount and (c) each Continuing Lender and each Additional Lender will be Lenders under this Agreement holding on the Restatement Date, after giving effect to the transactions provided for herein, a Loan in the amount set forth opposite the name of such Lender on Schedule 2.01, with the result that each Lender will hold on the Restatement Date, after giving effect to the transactions provided for herein, a Loan in the amount set forth opposite its name on Schedule 2.01 (together with the foregoing clause (a) and clause (b), the “Restatement Transactions”). The parties hereto hereby agree that no amount shall be payable to any Continuing Lender under Section 2.12 solely as a result of the Restatement Transactions. Amounts paid or prepaid in respect of Loans may not be reborrowed. The Commitments of Lenders shall expire at 5:00 p.m., New York City time, on the Restatement Date.
Sample 1
Restatement Date Transactions. Subject to the terms and conditions set forth herein, (a) the Continuing Lender will continue as a Lender under this Agreement holding on the Restatement Date, after giving effect to the transactions provided for herein, a Loan in the amount set forth as a Continuing Loan opposite the name of such Lender on Schedule 2.1 and (b) each Lender having a Commitment as set forth in Schedule 2.1 agrees to make a New Loan to the Borrower on the Restatement Date in a principal amount equal to its Commitment, with the result that each Lender will hold on the Restatement Date, after giving effect to the transactions provided for herein, Loans in the amount set forth opposite its name on Schedule 2.1. Amounts paid or prepaid in respect of Loans may not be reborrowed. The Commitments of the Lenders shall expire at 5:00 p.m., New York City time, on the Restatement Date.
Sample 1
Restatement Date Transactions. Subject to the terms and conditions set forth herein, the Lenders will continue as Lenders under this Agreement holding on the Restatement Date, after giving effect to the transactions provided for herein, the Loans in the amounts set forth as Continuing Loans of such Lender on Schedule 2.1, which Schedule also sets forth as of the Restatement Date (a) the un-borrowed amount of the Additional Delayed Draw Commitment Amount, (b) the amount of accrued PIK Interest and Optional PIK Interest and (c) the amount of any accrued and unpaid cash interest on the Loans. Amounts paid or prepaid in respect of Loans may not be reborrowed.
Sample 1

Related to Restatement Date Transactions

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B-1 Tranche A Term Loan Note B-2 Tranche B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G Effective Date Certificate H Counterpart Agreement I Master Pledge and Security Agreement J Mortgage K Landlord Agreement L Borrowing Base Certificate M Form of Confirmation of Grant N Form of Release O Form of EBITDA Certificate AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2001, is entered into by and among EQUINIX OPERATING CO., INC., a Delaware corporation, as the Borrower ("OpCo"), EQUINIX, INC., a Delaware corporation, as a Guarantor ("Company"), and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arranger, Joint Book Runner and Syndication Agent (in such capacity, "Syndication Agent"), XXXXXXX XXXXX BARNEY INC., as Joint Lead Arranger (in such capacity, together with GSCP, the "Joint Lead Arrangers"), and Joint Book Runner (in such capacity, together with GSCP, the "Joint Book Runners"), CITICORP USA, INC., as Administrative Agent (together with its permitted successors and assigns in such capacity, "Administrative Agent") and CIT LENDING SERVICES CORPORATION, as Collateral Agent (together with its permitted successors and assigns in such capacity, "Collateral Agent").

  • Affiliate Transactions Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners, members or shareholders, as applicable, of Borrower except in the ordinary course of business and on terms which are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Interim Events Since December 31, 2000, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.

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