INTRODUCTORY STATEMENT Sample Clauses
POPULAR SAMPLE Copied 2 times
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 Purchaser and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser and the Company, as the case may be, and in the best interests of their respective stockholders. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Purchaser 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. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. 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. 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. On the applicable Petition Dates, the Borrower and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (such terms and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.1) initiating the cases pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and such Subsidiaries, each a “Case” and, collectively, the “Cases”). On December 19, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Sixth Amended Joint Plan of Reorganization proposed by the Borrower under Chapter 11 of the Bankruptcy Code (as in effect on the Closing Date, the “Plan of Reorganization”). During the Cases, the Borrower and certain Subsidiaries thereof entered into a $5,000,000,000 Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007 (as amended, supplemented or otherwise modified, the “Existing DIP Agreement”), among Credit Suisse, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-documentation agents and co-syndication agents, General Electric Capital Corporation, as sub-agent, Credit Suisse, as administrative agent and as collateral agent, and the financial institutions from time to time party thereto (collectively, the “Existing DIP Lenders”). The Existing DIP Agreement contemplates that, upon the satisfaction (or waiver) of certain conditions precedent to effectiveness, the loans made under the Existing DIP Agreement and the other commitments of the Existing DIP Lenders shall be converted to an exit financing facility for the Borrower contemporaneously with the occurrence of the effective date of the Plan of Reorganization (the “Plan Effective Date”), on the terms and subject to the conditions set forth therein. In addition, in order to finance, in part, the Plan of Reorganization, the Borrower has requested that additional first priority senior secured term loans be made available pursuant to the Exit Facility Agreement on the Plan Effective Date in an aggregate amount such that such additional term loans, together with loans made under the Existing DIP Agreement that are converted to First Priority Term Loans on the Plan Effective Date, shall be in an aggregate principal amount of up to $6,300,000,000, subject to the conditions set forth in the Exit Facility Agreement and subject to reduction pursuant to the Commitment Letter. The Borrowe...
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:
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 November 15, 2001, 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 business pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower has applied to the Banks for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $190,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used (i) to repurchase the Existing Receivables Portfolio and (ii) for working capital and other general corporate purposes of the Borrower and the Guarantors (including, to the extent permitted under Section 6.10, for loans and advances to Subsidiaries not party hereto). 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 under Section 6.03(vi), the Borrower and the Guarantors will provide to the Agent and the Banks 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 March 18, 2011 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.