Accrual of Costs Sample Clauses

Accrual of Costs. On or prior to the Closing Date, the sum of: (a) the cost of any benefits or contributions supplied or made or to be supplied or made through the Effective Time under any of the FDB Employee Benefit Plans; (b) the costs of any corrective action to bring any such plans into compliance with applicable law; (c) the aggregate cost of complying with any representation, warranty or covenant of FDB set forth in this Agreement; and (d) all transaction costs of FDB necessary to consummate the Merger, including, but not limited to, its share of organizational expenses of Newco and the aggregate professional fees of attorneys, accountants and financial advisors, in each case incurred or to be incurred by FDB through the Effective Time in connection with this Agreement or the Merger, shall be fully paid or accrued for in accordance with generally accepted accounting principles.
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Accrual of Costs. On or prior to the Closing Date, MNB ---------------- shall fully pay or accrue as may be required by GAAP: (a) the cost of any benefits or contributions supplied or made or to be supplied or made through the Effective Time under any of the MNB Employee Benefit Plans; (b) the costs of any corrective action to bring any such plans into compliance with applicable law; (c) the aggregate cost of complying with any representation, warranty or covenant of MNB set forth in this Agreement; and (d) all MNB Transactional Expenses.
Sample 1
Accrual of Costs. On or prior to the Closing Date, LBI shall fully pay or accrue as may be required by GAAP: (a) the cost of any benefits or contributions supplied or made or to be supplied or made through the Effective Time under any of the LBI Employee Benefit Plans; (b) the costs of any corrective action to bring any such plans into compliance with applicable law; (c) the aggregate cost of complying with any representation, warranty or covenant of LBI set forth in this Agreement; and (d) all LBI Transactional Expenses. ARTICLE 8
Sample 1
Accrual of Costs. On or prior to the Closing Date, the sum ---------------- of: (a) the cost of any benefits or contributions supplied or made or to be supplied or made through the Effective Time under any of the MNB Employee Benefit Plans; (b) the costs of any corrective action to bring any such plans into compliance with applicable law; (c) the aggregate cost of complying with any representation, warranty or covenant of MNB set forth in this Agreement; and (d) all MNB Transactional Expenses shall be fully paid or accrued for in accordance with GAAP.
Sample 1
Accrual of Costs. On or prior to the Closing Date, First ---------------- Kansas shall fully pay or accrue as may be required by GAAP: (a) the cost of any benefits or contributions supplied or made or to be supplied or made through the Effective Time under any of the First Kansas Employee Benefit Plans; (b) the costs of any corrective action to bring any such plans into compliance with applicable law; (c) the aggregate cost of complying with any representation, warranty or covenant of First Kansas set forth in this Agreement; and (d) all First Kansas Transactional Expenses. For purposes of the accruals made pursuant to this section, First Kansas shall assume a tax rate of 34%.
Sample 1
Accrual of Costs. 46 Section 8.11 Loan Loss Reserve.............................................46 Section 8.12
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Accrual of Costs. On or prior to the Closing Date, the sum of: (a) the cost of any benefits or contributions supplied or made or to be supplied or made through the Effective Time under any of the BIF Employee Benefit Plans; (b) the costs of any corrective Page 49 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - action to bring any such plans into compliance with applicable law; (c) the aggregate cost of complying with any representation, warranty or covenant of BIF set forth in this Agreement; and (d) all transaction costs of BIF necessary to consummate the Merger, including, but not limited to, its share of organizational expenses of Newco and the aggregate professional fees of attorneys, accountants and financial advisors, in each case incurred or to be incurred by BIF through the Effective Time in connection with this Agreement or the Merger, shall be fully paid or accrued for in accordance with generally accepted accounting principles.
Sample 1
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Related to Accrual of Costs

  • Accrual of Interest Each Note will accrue interest at a rate per annum equal to 0.25% (the “Stated Interest”), plus any Additional Interest and Special Interest that may accrue pursuant to Sections 3.04 and 7.03, respectively. Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and 5.02(D) (but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

  • Accrual of Additional Interest (i) If, at any time during the six (6) month period beginning on, and including, the date that is six (6) months after the Last Original Issue Date of any Note,

  • Accrual of Interest and Maturity; Evidence of Indebtedness (i) Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to Swing Line Lender resulting from each Swing Line Advance from time to time, including the amount and date of each Swing Line Advance, its Applicable Interest Rate, its Interest Period, if any, and the amount and date of any repayment made on any Swing Line Advance from time to time. The entries made in such account or accounts of Swing Line Lender shall be prima facie evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) in accordance with the terms of this Agreement.

  • Cessation of Accrual of Interest Except as provided in Sections 4.02(D), 4.03(E) or 5.02(D), interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18, to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.

  • Ownership of Collateral and Absence of Other Liens (a) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

  • Apportionment, Application and Reversal of Payments Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

  • Compliance with Laws and Maintenance of Permits Borrower has obtained all governmental consents, franchises, certificates, licenses, authorizations, approvals and permits, the lack of which would have a Material Adverse Effect on Borrower. Borrower is in compliance in all material respects with all applicable federal, state, local and foreign statutes, orders, regulations, rules and ordinances (including, without limitation, Environmental Laws and statutes, orders, regulations, rules and ordinances relating to taxes, employer and employee contributions and similar items, securities, ERISA or employee health and safety) the failure to comply with which would have a Material Adverse Effect on Borrower.

  • Maintenance of Perfected Security Interest; Further Documentation (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever.

  • Maintenance of Perfected Security Interest Further Documentation and Consents (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Permits Seller shall make commercially reasonable efforts to maintain in existence all licenses, permits and approvals that are now in existence with respect to, and are required for, the ownership, operation or improvement of the Property, and are of a continuing nature.

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