Restatement Clause Samples
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Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise).
(ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties evidenced by or arising under the Original Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders.
(iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.
Restatement. Except as otherwise stated in Section 18.2 and this Section 18.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan Documents are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents. Except as provided below, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any Loan Party evidenced by or arising under the Existing Loan Documents, and the Liens in the Collateral (as such term is defined herein) of Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent for the benefit of the Lender Group. The principal amount of the loans and the amount of the Letters of Credit outstanding as of the date hereof under the Existing Loan Documents shall be allocated to the Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine.
Restatement. (a) Except as otherwise stated in Section 14.2 hereof and this Section 14.4, as of the Closing Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Fourth Amended and Restated Credit Agreement are simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Financing Agreements executed and/or delivered on or after the Closing Date, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrower for the Obligations heretofore incurred and the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower to Agent, Original Lender, Original Agent, any Lender, any Secured Party or any of their respective Affiliates (whether directly, indirectly or otherwise).
(b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of (other than any actual repayment of outstanding amounts), or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations and other obligations, liabilities and indebtedness of Borrower evidenced by or arising under the Fourth Amended and Restated Credit Agreement, and the Liens of Agent, on behalf of itself and Secured Parties, securing such Obligations and other obligations, liabilities and indebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the benefit of itself and Secured Parties.
Restatement. As of the date hereof, the terms conditions, agreements, covenants, representations and warranties set forth in the Existing Security Agreement are hereby amended, restated, replaced and superseded in their entirety by this Agreement, provided that nothing herein shall impair or adversely affect the continuation of the liability and obligations of the Pledgors under the Existing Security Agreement, as amended and restated hereby, and nothing herein shall be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the obligations and liabilities of the Pledgors arising under the Existing Security Agreement, as amended and restated hereby, and the liens and security interests in favor of the Agent under the Existing Security Agreement shall not in any manner be impaired, limited, terminated, waived or released, except as expressly provided in the Credit Agreement and the other Financing Documents. Notwithstanding the foregoing, each party hereto acknowledges and agrees that non-compliance with any provision of the Existing Security Agreement, if any, prior to the Effective Date is hereby waived.
Restatement. With effect from the Effective Date, the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 2 (Restated Agreement).
Restatement. This Agreement amends and restates the Existing Credit Agreement in its entirety. Borrower hereby agrees that (a) the indebtedness outstanding under the Existing Credit Agreement and the Loan Documents and Security Instruments (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents shall be deemed to be outstanding under and governed by this Agreement. Borrower hereby acknowledges, warrants, represents, and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender (which is a Lender under the Existing Credit Documents) hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Percentage Share. Each Lender hereby authorizes Agent and Borrower to request borrowing advances from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Percentage Share.
Restatement. Except as otherwise stated in Section 18.13 and this Section 18.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of each Borrower for the Obligations heretofore granted, pledged and/or assigned to Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of each Borrower evidenced by or arising under the Existing Loan Agreement, and the liens and security interests securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released.
Restatement. (a) The representations and warranties of each of the parties contained in the Prior Agreement, other than the representations and warranties of the Company contained in Sections 6.7 and 6.37 of the Prior Agreement, are restated as of the date of this Second Amending Agreement as if set out in full in this Second Amending Agreement.
(b) The Company hereby represents and warrants that as at July 12, 2006, the Company has in excess of $20 million in cash and cash equivalents and has no debt.
Restatement. (a) This Note amends and restates in its entirety that certain senior secured convertible note dated as of May 28, 2020 issued by the Corporation to the Holder (the “Original Secured Note”).
(b) The amendment and restatement of the Original Secured Note shall be effective as of the date of this Note. All obligations and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended).
(c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and purs...
Restatement. As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement; except, that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Grantors (which, for the avoidance of doubt, excludes Holdings) for the Obligations and the continuation of the Liens on the Collateral heretofore granted, pledged and /or assigned pursuant to the Existing Security Agreement and the other Loan Documents. The Grantors hereby acknowledge, confirm and agree that the Collateral Agents, for the benefit of the Collateral Agents and the Secured Parties, has and shall continue to have a Lien upon the Collateral heretofore granted to the Collateral Agents pursuant to the Existing Security Agreement, as well as any Collateral granted, confirmed, reaffirmed and restated under this Agreement. The Liens of the Collateral Agents in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens, whether under the Existing Security Agreement or any other Loan Documents. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness, obligations and liabilities of the Grantors evidenced by or arising under the Existing Security Agreement or the other Loan Documents.