Additional Agreements and Acknowledgments. (1) By providing this ACH Authorization, you agree on behalf of the Payee that Trustee may obtain information from third parties, including credit reports and other consumer reports regarding the named Xxxxx, to verify Xxxxx’s identity and to verify other information that you are providing in this ACH Authorization.
Additional Agreements and Acknowledgments. (1) By providing this ACH Authorization, you agree on behalf of the Payee that Trustee may obtain information from third parties, including credit reports and other consumer reports regarding the named Payee, to verify Payee’s identity and to verify other information that you are providing in this ACH Authorization.
Additional Agreements and Acknowledgments. (a) The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Credit Lender who consented to this Amendment by executing and delivering to the Administrative Agent a signature page hereto on or prior to the Amendment No. 20 Effective Date, an amendment fee equal to 100 basis points (1.00%) of the portion of the Revolving Credit Facility held by such consenting Revolving Credit Lender as of the Amendment No. 20 Effective Date which fees shall be earned on the Amendment No. 20 Effective Date and shall be payable in immediately available funds upon the Amendment No. 20 Effective Date (the fees under this Section 4(a)(i), the “Amendment Fees”).
Additional Agreements and Acknowledgments. (a) The Borrower, the Administrative Agent, and the Required Lenders reaffirm their agreement to negotiate in good faith modifications to (i) clause (e) of Section 7.03 (Investments) to limit the amount of Investments made by any Loan Party in any Foreign Subsidiary and (ii) clause (h) of Section 7.04 (Asset Sales), clause (b) of Section 7.05 (Restricted Payments), and clauses (a) and (b) of Section 7.06 (Fundamental Changes) to limit certain transactions with Foreign Security Providers. The Borrower reaffirms that the Borrower shall not, and shall cause its Subsidiaries not to, engage in any transactions with respect to its Foreign Subsidiaries outside of the ordinary course of business or outside of past practice prior to the effectiveness of such modifications (other than the Borrower or its Subsidiaries entry into and performance of its obligations under the Vølund Settlement Agreements (as defined below)).
Additional Agreements and Acknowledgments. (a) The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Credit Lender who consented to this Amendment by executing and delivering to the Administrative Agent a signature page hereto prior to the Amendment No. 16 Effective Date, an amendment fee equal to (i) 75 basis points (0.75%) of the portion of the Revolving Credit Facility held by such consenting Revolving Credit Lender as of the Amendment No. 16 Effective Date which fees shall be earned on the Amendment No. 16 Effective Date and shall be payable in immediately available funds upon the Amendment No. 16 Effective Date (the fees under this Section 3(a)(i), the “Amendment Fees”) and (ii) 400 basis points (4.00%) of the portion of the Revolving Credit Facility held by such consenting Revolving Credit Lender as of the Amendment No. 16 Effective Date which fees shall be earned on the Amendment No. 16 Effective Date and shall be payable on the earlier of (x) the Revolving Credit Facility Termination Date and (y) the last day of the Availability Period with respect to the Revolving Credit Facility (the fees under this Section 3(a)(ii), the “Other Amendment Fees”); provided that the Other Amendment Fees shall be waived upon the consummation of the Corporate Action on or before December 15, 2019. The Amendment Fees and the Other Amendment Fees shall be in addition to any fees payable pursuant to Section 2(a) of the Limited Waiver to Credit Agreement, dated as of March 15, 2019, or Section 4(a) of Amendment No. 15 (collectively, the “Deferred Fees”).
Additional Agreements and Acknowledgments. (a) The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Credit Lender who consented to this Amendment by executing and delivering to the Administrative Agent a signature page hereto prior to the Amendment No. 13 Effective Date, an amendment fee equal to 60 basis points (.60%) of the portion of the Revolving Credit Facility held by such Revolving Credit Lender as of the Amendment No. 13 Effective Date payable in immediately available funds upon the Amendment No. 13 Effective Date (the “Amendment Fees”).
Additional Agreements and Acknowledgments. (a) The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Credit Lender, for application to the “Deferred Facility Fee” (as defined in the Existing Credit Agreement) described in Section 2.09(d)(i) of the Credit Agreement (i) $1,000,000 in immediately available funds upon the Amendment No. 2 Effective Date (the payment under this Section 2(a)(i), the “Prepaid Deferred Facility Fee”) and (ii) $4,000,000 in immediately available funds with the first $4,000,000 of proceeds of Notes Indebtedness received by the Borrower immediately upon receipt thereof.
Additional Agreements and Acknowledgments. (a) The Borrower agrees to pay, or cause to be paid, to the Administrative Agent in immediately available funds upon the Amendment No. 3 Effective Date, (x) for the account of each Revolving Credit Lender, (i) the amendment and restated fee described in Section 2.09(c)(ii) of the Credit Agreement in the amount of $1,634,610.46, (ii) the “Deferred Facility Fee” (as defined in the Existing Credit Agreement) as described in Section 2.09(d)(i) of the Credit Agreement in the amount of $6,675,103.06, (iii) the “Deferred Ticking Fees” (as defined in the Existing Credit Agreement) described in Section 2.09(d)(iv)(x) of the Credit Agreement in the amount of $6,723,651.61, and (iv) the “Other Amendment Fees” as described in Section 2.09(d)(iv)(y) of the Credit Agreement in the amount of $1,379,348.26, (y) for the account of each Revolving Credit Lender who consented to that certain Amendment No. 6, dated as of April 10, 2018, by and among the Borrower, the Administrative Agent and the Lenders party thereto, and acknowledged and agreed by the Guarantors, the “Amendment No. 6” fees described in Section 2.09(d)(ii) of the Credit Agreement in the amount of $540,000.00 (the payments under clauses (x) and (y) of this Section 2(a), the “Prepaid Deferred Fees”) and (z) for the account of each Revolving Credit Lender, such Revolving Credit Lender’s ratable share of all outstanding deferred (i) interest on Revolving Credit Loans, (ii) Letter of Credit Fees and (iii) commitment fees set forth in Section 2.09 of the Credit Agreement, in each case, accrued from the Restatement Effective Date through and including August 31, 2020 (the payments under clause (z) of this Section 2(a)), the “Prepaid Deferred Interest”).
Additional Agreements and Acknowledgments. (a) The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Credit Lender who consented to this Amendment by executing and delivering to the Administrative Agent a signature page hereto on or prior to the Amendment No. 4 Effective Date, a work fee of $50,000, which fee shall be earned on the Amendment No. 4 Effective Date and shall be payable in immediately available funds upon the Amendment No. 4 Effective Date; provided that, if the aggregate amount of such fees payable under this Section 2(a) exceeds $700,000, the aggregate amount of such fees shall be reduced by the excess thereof and such reduced fees shall be allocated equally among each such consenting Revolving Credit Lender (the fees under this Section 2(a), the “Work Fees”).
Additional Agreements and Acknowledgments. (a) In furtherance of their joint obligation in Section 2.1(b) of the Purchase Agreement to use Reasonable Commercial Efforts to obtain the consents of the Third Parties which are required to transfer the Purchased Contracts, Seller and Buyer have provided, and will continue to provide, the Third Parties with drafts of letter agreements in which Seller Infineon Technologies AG Confidential and Buyer, inter alia, notify the Third Parties of the sale of the Purchased Contracts, provide the Third Parties with a short summary of the terms and conditions of the Purchase Agreement relating to the sale and transfer of the Purchased Contracts, and request the Third Parties to consent to the transfer of the Purchased Contracts to Buyer by returning an executed copy of the letter agreement (collectively, the “Consent Letters”). Seller and Buyer agree and acknowledge that the Consent Letters shall not amend, and shall not be deemed to amend, the terms and conditions relating to the sale and transfer of the Purchased Contracts on which Seller and Buyer have agreed in the Purchase Agreement. The same shall apply to any form of three-party-agreement to be entered into between Seller, Buyer and the respective contractual counterparty to the respective Purchased Contract in connection with the transfer of the Purchased Contracts from Seller to Buyer, including, but not limited to, any form of “assignment and assumption agreements” or “deed of novations”. Seller and Buyer further agree and acknowledge that (i) the “transfer of business notice” published by Lantiq Hong Kong Limited and Infineon Technologies Hong Kong Limited in Hong Kong and any similar announcements which have been or will be made by Buyer, Seller and/or their Subsidiaries, (ii) any letter or correspondence with Governmental Bodies or other Third Parties regarding any Subsidies, (iii) the Transfer Agreements and (iv) the tripartite agreement (“convention tripartite”) and the cover letter thereto to transfer the French Employees to Buyer or a Buyer Designee, shall not amend, and shall not be deemed to amend, the terms and conditions of the sale and transfer of the Wireline Communications Business on which Seller and Buyer have agreed in the Purchase Agreement.
