Accepted Transactions Sample Clauses

Accepted Transactions. The Counterparty acknowledges and agrees that DBAG shall not be responsible for any Counterparty Transaction unless (i) such Counterparty Transaction is a Specified Counterparty Transaction with respect to the Agent executing such Transaction, (ii) giving effect to such Counterparty Transaction does not cause the Settlement Limit or the Maximum Counterparty Net Open Position applicable to such Agent to be exceeded (without the prior written consent of DBAG); (iii) the Counterparty and Agent shall have committed to the material terms (i.e. settlement date and amounts of each currency to be delivered by each party) of such Counterparty Transaction; and (iv) such Counterparty Transaction has been entered into by DBAG and Counterparty, acting through the Counterparty Branch (all “Accepted Transaction”). To the extent that any Counterparty Transaction complies and qualifies as an Accepted Transaction, it shall be valid and binding upon DBAG, enforceable against DBAG in accordance with its terms. The Counterparty shall promptly communicate trade details of each Counterparty Transaction by notifying DBAG via Reuters. All Accepted Transactions shall be FX Transactions and Options under the Master Agreement and shall be performed in accordance with the terms and provisions thereof.
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Accepted Transactions. The Agent acknowledges and agrees that its appointment is expressly as set out herein and that the Bank shall not be responsible for or be bound as principal or otherwise by any Specified Counterparty Transaction unless (i) giving effect to such Specified Counterparty Transaction does not cause the Settlement Limit or the Maximum Counterparty Net Open Position applicable thereto to be exceeded; (ii) the Counterparty and Agent shall have committed to the material terms (i.e. settlement date and amounts of each currency to be delivered by each party) of such Specified Counterparty Transaction; (iii) such Specified Counterparty Transaction has been entered into by the Bank, acting through a Specified Office, and the Counterparty acting through its branches specified in the relevant Notice, and (iv) the Specified Counterparty Transaction complies with such additional terms and conditions set forth in the applicable Notice. A Counterparty Transaction which complies with the conditions specified in (i) to (iv) above shall be an “Accepted Transaction.” An Accepted Transaction shall be valid and binding upon the Bank, enforceable against the Bank by the relevant Counterparty in accordance with its terms. The Agent shall promptly, in accordance with customary market practice, communicate trade details of each Specified Counterparty Transaction by notifying the Bank via a mutually acceptable electronic messaging system, e.g. Reuters. Any Specified Counterparty Transaction which does not constitute an Accepted Transaction shall be null and void as against the Bank and in respect of which the Agent unconditionally and irrevocably indemnifies the Bank in respect of all losses, costs, expenses and damages suffered by the Bank in respect thereof.
Sample 1
Accepted Transactions. (a) Dealer acknowledges and agrees that Prime Broker shall not be liable for any Counterparty Transaction unless (i) such Counterparty Trans- action is a Counterparty Transaction as set forth in the Notice with respect to the Designated Party executing such Counterparty Transaction;
Sample 1
Accepted Transactions. (a) Sections 2 contains the fundamental agreement by the Prime Broker that it has granted authority to the Designated Party to execute Counterparty Transactions with the Dealer on its behalf, subject to certain limits described in that Section and Section 3, together with the Notice. Based on those concepts, Section 4(a) establishes the basic rule that a Prime Broker is not liable for any Counterparty Transaction unless certain specified conditions are met. These conditions are the terms that must be complied with in order for a Counterparty Transaction to become an Accepted Transaction. Specifically, the Section specifies six conditions: (i) The Counterparty Transaction is one of the types of transactions permitted under the Notice. This means that it is a product type that is permitted by the terms of the Notice, only involves the permitted currencies and does not exceed any tenor limits that are specified. (ii) As discussed above, giving effect to the Counterparty Transaction must not cause either the Net Daily Settlement Amount or Net Open Position to exceed the limit applicable to a Designated Party without the prior written consent of the Prime Broker. The Agreement permits exceptions to be made only in writing (which could include fax or email if specified in the Schedule), in order to avoid the misunderstandings that can arise from oral communications. (iii) The Dealer and Designated Party must have committed to the Material Terms of the Counterparty Transaction. This means that the Dealer and Designated Party must have agreed on these terms in a manner that, if the give up is accepted by the Prime Broker, will be binding on the Dealer and the Prime Broker. As a result, all parties will have the assurance that if the give up is accepted by the Prime Broker, there will be a binding and enforceable transaction between the Prime Broker and Dealer. This condition does not require that the Counterparty Transaction be entered into by any specific means, such as telephone or electronic dealing, so long as the relevant communications represent a commitment to the terms of the trade by the parties. (iv) The Counterparty Transaction must have been entered into by the Dealer acting through a Specified Office. Specified Offices are designated in each Notice. Parties may want to limit Specified Offices, and not engage in give ups of trades from other offices, if they want the trades to be covered by a Master Agreement between them that covers a limited number o...
Sample 1
Accepted Transactions. (a) Dealer acknowledges and agrees that Prime Broker shall not be liable for any Counterparty Transaction unless (i) such Counterparty Transaction is a Counterparty Transaction as set forth in the Notice with respect to the Designated Party executing such Counterparty Transaction; (ii) giving effect to such Counterparty Transaction does not cause the Net Daily Settlement Amount to exceed or further exceed the applicable Settlement Limit or the Net Open Position to exceed or further exceed the applicable Net Open Position Limit (without the prior written consent of Prime Broker); (iii) Dealer and such Designated Party shall have committed to the Material Terms of such Counterparty Transaction; (iv) such Counterparty Transaction has been entered into by Dealer acting through a Specified Office;
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Related to Accepted Transactions

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • Limited Condition Transactions (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Limited Condition Transaction In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

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