INTRODUCTORY STATEMENT Sample Clauses

INTRODUCTORY STATEMENT. The Board of Directors of each of AFC and LISB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC and LISB, 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 AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. 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 (the "Code"), for federal income tax purposes, and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the 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:
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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 Gxxxxxx Sxxxx 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 Hxxxxx Bank N.A. (together with its successors in interest, “BMO Hxxxxx”) (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 theBonus Formula” set forth therein.
INTRODUCTORY STATEMENT. The Borrower is party to the Credit Agreement, dated as of January 25, 1996 (the "EXISTING CREDIT AGREEMENT"), among the Borrower, the several banks, financial institutions and other entities from time to time parties thereto, as revolving credit lenders and term lenders thereunder (the "EXISTING LENDERS") and Chase (formerly known as Chemical Bank), as administrative agent for the Existing Lenders (in such capacity, the "PRE-PETITION AGENT"), as amended, supplemented or otherwise modified prior to the Petition Date (as defined below). Under the Existing Credit Agreement, the Existing Lenders provided the Borrower with revolving credit loans, term loans and other financial accommodations in an aggregate principal amount (including letters of credit) outstanding as of the Petition Date of approximately $231,000,000 (together with accrued but unpaid interest and fees, costs and other charges, the "EXISTING OBLIGATIONS"). To secure the Existing Obligations and the guarantees thereof executed in connection with the Existing Credit Agreement, the Borrower and the Guarantors granted the Pre-Petition Agent, for the benefit of the Existing Lenders, security interests in substantially all of their respective assets. The security interests granted by the Borrower and the Guarantors to secure the Existing Obligations were properly perfected and are subject to no prior liens or security interests except as provided in the Existing Credit Agreement, and the liquidation value of the assets securing the Existing Obligations presently exceeds the outstanding amount of the Existing Obligations. On February 2, 1998 (the "PETITION DATE"), the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court initiating the Cases and have continued in the possession of their respective assets and in the management of their respective businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower applied to and obtained from the Lenders a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $100,000,000 (the "TRANCHE A FACILITY") and a term loan facility in an aggregate principal amount not to exceed $228,000,000 (the "TRANCHE B FACILITY") (subject in each case, to mandatory and optional reductions in accordance with subsections 4.7 and 4.8), all of the Borrower's obligations under which are guaranteed by the Guarantors. An immediate and on-going need exists for the Borrower to obtain additional funds in...
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 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 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:
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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 Seller and the Buyer have entered into an Agreement and Plan of Merger dated April 28, 2011 (the “Merger Agreement”) pursuant to which the Seller will be merged into the Buyer and the Seller Bank will be merged into the Buyer Bank (the “Transaction”). The Executive and the Seller are parties to a Change of Control Employment Agreement dated November 8, 2007, an Amendment of Change of Control Employment Agreement as of December 5, 2008 and a Second Amendment of Change of Control Employment Agreement as of December 14, 2009 (the “Employment Agreement”), and the Executive participates in other compensation and benefit programs of the Seller and the Seller Bank (the “Other Compensation and Benefit Programs”) which provide compensation and benefits the legal right to which, or the timing of payment of which, is tied to the Executive’s termination of employment. In order to clarify the relative rights and obligations of the Seller, the Seller Bank, the Buyer, the Buyer Bank and the Executive under the Employment Agreement and the Other Compensation and Benefit Programs, to facilitate an orderly closing of the Transaction, and to provide additional flexibility to the Buyer and the Buyer Bank in retaining the Executive’s services following the closing of the Transaction, and as an inducement to the Buyer to enter into the Merger Agreement and consummate the Transaction, the parties have reached the following agreement.
INTRODUCTORY STATEMENT. All capitalized terms not otherwise defined in this Amendment are as defined in the Loan Agreement. The Borrower has requested (and the Lender has agreed to) an increase in the Commitment to $600,000,000. Accordingly, the parties hereto hereby agree as follows:
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