The Credit Parties Clause Samples
The clause titled "The Credit Parties" defines which entities are considered as credit parties under an agreement, typically identifying the borrowers, guarantors, and any other parties who have obligations or rights related to the credit facility. In practice, this clause lists the specific companies or individuals involved, clarifies their roles, and may reference subsidiaries or affiliates as appropriate. Its core function is to ensure clarity regarding which parties are bound by the terms of the credit agreement, thereby reducing ambiguity and potential disputes about obligations and rights under the contract.
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The Credit Parties the Lenders and the Administrative Agent agree that the Credit Agreement is hereby amended, effective as of the date hereof, as follows:
The Credit Parties. SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE COLLATERAL TRUSTEE AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (1) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (2) ANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (3) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY SUBSIDIARY, OR (4) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
The Credit Parties. (i) shall not (and shall not permit any of their respective Subsidiaries to) open or maintain any deposit, checking, operating or other bank account, or similar money handling account, with any bank or other financial institution except for those accounts identified in Disclosure ---------- Schedule (3.19) (to include a payroll account not to exceed an amount equal to --------------- one regular payroll at any time) and Attachment I hereto; and (ii) shall not ------------ close or permit to be closed any of the accounts listed in Attachment I hereto, ------------ in each case without Lender's prior written consent, and then only after the Credit Parties have implemented agreements with such bank or financial institution and Lender acceptable to Lender. So long as any Revolving Credit Advance is outstanding, no more than $350,000 in the aggregate may at any time be maintained in the accounts of the Credit Parties identified on Disclosure ---------- Schedule (3.19) for a period of more than two (2) consecutive Business Days. --------------- Upon maturity of Parent's certificates of deposit (nos. 91002006 and 178488003) at First Fidelity Bank, the proceeds thereof shall be deposited into the Concentration Account.
The Credit Parties the Banks and the Agent have agreed to amend and restate the Old Credit Agreement, as amended by the Fourth Amendment, upon the terms and conditions set forth below.
The Credit Parties. Each Credit Party is duly formed and/or registered, as applicable, validly existing and, except where such failure would not result in a Material Adverse Effect, in good standing (to the extent applicable) under the laws of its jurisdiction of formation and/or registration, each has the requisite power and authority to own its properties and assets and to carry on its business as now conducted, and each Credit Party, except where such failure would not result in a Material Adverse Effect, is qualified to do business in every jurisdiction where the nature of the business conducted or the property owned or leased requires such qualification.
The Credit Parties acknowledge and agree that the Credit Agreement (as modified hereby) and each other Credit Document, and all Obligations and Liens thereunder, are valid and enforceable against the Credit Parties in every respect and all of the terms and conditions thereof are legally binding upon the Credit Parties, in each case all without offset, counterclaims or defenses of any kind, and they are hereby reaffirmed and ratified.
The Credit Parties and Guarantors acknowledge that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other financial institutions (each such transferee or purchaser of a participating interest, a "Transferee"). Each Transferee may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Transferee were the direct holder thereof provided that Borrower shall not be required to pay to any Transferee more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Transferee had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Transferee.
The Credit Parties and Agent acknowledge that each of the Lenders may at any time and from time to time, subject to the terms and conditions hereof, assign or grant participations in such Lender's rights and obligations hereunder (on a pro rata basis only) and under the other Loan Documents to any Eligible Assignee, the identity of which institution is approved by Borrowers and Agent, such approval not to be unreasonably withheld or delayed; provided, however, that (i) the approval of Borrowers shall not be required upon the occurrence and during the continuance of a Default, and (ii) the approval of Borrowers and Agent shall not be required for any such sale, transfer, assignment or participation to any Affiliate of an assigning Lender, any other Lender or any Federal Reserve Bank. The Credit Parties authorize each Lender to disclose to any prospective assignee or participant, once approved by Credit Parties and Agent, any and all financial information in such Lender's possession concerning the Credit Parties which has been delivered to such Lender pursuant to this Agreement, provided that each such prospective participant shall execute a confidentiality agreement consistent with the terms of Section 13.12 hereof.