Affiliate Facility Offices Sample Clauses

Affiliate Facility Offices. (a) A Lender may designate an Affiliate of that Lender as its Facility Office for the purpose of participating in or making Loans to Borrowers in particular countries. (b) An Affiliate of a Lender may be designated for the purposes of paragraph (a): (i) by appearing under the name of the Lender in Part II (The Original Lenders) of Schedule 1 (The Original Parties) and executing this Agreement; or (ii) by being referred to in and executing a Transfer Certificate by which the Lender becomes a Party. (c) An Affiliate of a Lender referred to in this Clause 2.3 shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Loans, and shall have the corresponding duties of a Lender in relation thereto, and is a Party to this Agreement and each other relevant Finance Document for those purposes. (d) A Lender which has an Affiliate appearing under its name in Part II (The Original Lenders) of Schedule 1 (The Original Parties) or, as the case may be, in a Transfer Certificate, will procure, subject to the terms of this Agreement, that the Affiliate participates in Loans to the relevant Borrower(s) in place of that Lender. However, if as a result of the Affiliate’s participation, an Obligor would be obliged to make a payment to the Affiliate under Clause 13 (Tax Gross-up and indemnities) or Clause 14 (Increased Costs), then the Affiliate is only entitled to receive payment under those clauses to the same extent as the Lender (designating such Affiliate) would have been if the Lender had not designated such Affiliate for the purposes of paragraph (a) above.
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Affiliate Facility Offices. (a) A Lender (the “Primary Lender”) may fulfil its obligations to participate in or make any Advance to any Borrower in a particular country through an Affiliate of that Primary Lender if: (i) such Affiliate is specified in this Agreement as a Lender by appearing under the name of the Primary Lender in Schedule 1 and executing this Agreement; or (ii) such Affiliate becomes a Lender by means of executing a Transfer Certificate. (b) An Affiliate of a Primary Lender referred to in this Clause 5.13 shall not have any Commitment or Swingline Commitment, but the Commitment and/or Swingline Commitment of the relevant Primary Lender shall be reduced to the extent of the Base Currency Amounts of Advances (or Swingline Advances) made available by that Affiliate. Accordingly, the Primary Lender and the relevant Affiliate shall be treated as having a single Commitment and (if applicable) Swingline Commitment and a single vote but for all other purposes shall be treated as separate Lenders. (c) A Lender which has an Affiliate appearing under its name in Schedule 1 and executing this Agreement (or, as the case may be, appearing in a Transfer Certificate) will remain liable for the relevant obligations under the Finance Documents in the event that the Affiliate fails to perform them. Back to Contents
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Affiliate Facility Offices. (a) A Lender may designate an Affiliate of that Lender as its Facility Office for the purpose of participating in or making Loans to Borrowers in particular countries. (b) An Affiliate of a Lender may be designated for the purposes of paragraph (a) above: (i) by appearing under the name of the Lender in Schedule 1 (Original Lenders) and executing this Agreement; or (ii) by being referred to in and executing a Transfer Certificate by which the Lender becomes a Party. (c) An Affiliate of a Lender referred to in this Clause 1.5 shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Loans, and shall have the corresponding duties of a Lender in relation thereto, and is a Party to this Agreement and each other relevant Finance Document for those purposes. (d) A Lender which has an Affiliate appearing under its name in Schedule 1 (Original Lenders) or, as the case may be, in a Transfer Certificate, will procure, subject to the terms of this Agreement, that the Affiliate participates in Loans to the relevant Borrower(s) in place of that Lender.
Sample 1Sample 2Sample 3
Affiliate Facility Offices. (a) A Lender may designate an Affiliate of that Lender as its Facility Office for the purpose of participating in or making Utilisations to Borrowers in particular countries. (b) An Affiliate of a Lender may be designated for the purposes of paragraph (a): (i) by appearing under the name of the Lender in Part II of Schedule 1 (The Original Parties) and executing this Agreement; or (ii) by being referred to in and executing a Transfer Certificate and Lender Accession Undertaking by which the Lender becomes a Party. (c) An Affiliate of a Lender referred to in this Clause 33.18 shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Utilisations, and shall have the corresponding duties of a Lender in relation thereto, and is a Party to this Agreement and each other relevant Finance Document for those purposes. (d) A Lender which has an Affiliate appearing under its name in Part II of Schedule 1 (The Original Parties) or, as the case may be, in a Transfer Certificate and Lender Accession Undertaking, will procure, subject to the terms of this Agreement, that the Affiliate participates in Utilisations to the relevant Borrower(s) in place of that Lender.
Sample 1
Affiliate Facility Offices. (a) The Affiliate (if any) of a Lender appearing under the name of that Lender in Schedule 1 (Original Parties) or, as the case may be, referred to in a Transfer Certificate, shall act as that Lender’s Facility Office for the purpose of participating in Letters of Credit. (b) The Affiliate of a Lender referred to in paragraph (a) shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Letters of Credit, and shall have the corresponding duties of a Lender in relation thereto, and is a Party to this Agreement for those purposes. (c) A Lender which has an Affiliate appearing under its name in Schedule 1 (Original Parties), or, as the case may be, in a Transfer Certificate, will: (i) so long as the relevant Affiliate is able to do so, procure, subject to the terms of this Agreement, that the Affiliate participates in Letters of Credit and the payment of any claim under any Letter of Credit in place of that Lender; and (ii) remain liable for the relevant obligations under the Finance Documents in the event that the Affiliate fails to perform them.
Sample 1
Affiliate Facility Offices. (a) A Lender may designate an Affiliate of that Lender as its Facility Office for the purpose of participating in or making Loans to Borrowers in particular countries. (b) An Affiliate of a Lender may be designated for the purposes of paragraph (a) above: (i) by appearing under the name of the Lender in Schedule 1 and executing this Agreement; or (ii) by being referred to in and executing a Transfer Certificate by which the Lender becomes a Party. (c) An Affiliate of a Lender referred to in this Clause 1.7 shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Loans, and shall have the corresponding duties of a Lender in relation thereto, and is a Party to this Agreement and each other relevant Finance Document for those purposes. (d) A Lender which has an Affiliate appearing under its name in Schedule 1 or, as the case may be, in a Transfer Certificate, will procure, subject to the terms of this Agreement, that the Affiliate participates in Loans to the relevant Borrower(s) in place of that Lender.
Sample 1
Affiliate Facility Offices. Swingline Loans) a Lender Affiliate will be treated as a Lender for all purposes under this Agreement.
Sample 1
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Affiliate Facility Offices. (a) The Affiliate (if any) of a Bank appearing under the name of that Bank in Schedule 1 (Banks and Commitments) or, as the case may be, referred to in a Novation Certificate or Increase Confirmation, shall act as that Bank’s Facility Office for the purpose of participating in Loans to the U.S. Borrower. (b) The Affiliate of a Bank referred to in paragraph (a) shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Loans to the U.S. Borrower, and shall have the corresponding duties of a Bank in relation thereto, and is a Party to this Agreement for those purposes. (c) A Bank which has an Affiliate appearing under its name in Schedule 1 (Banks and Commitments), or, as the case may be, in a Novation Certificate or Increase Confirmation, will: (i) so long as the relevant Affiliate is able to do so, procure, subject to the terms of this Agreement, that the Affiliate participates in Loans to the U.S. Borrower in place of that Bank; and (ii) remain liable for the relevant obligations under the Finance Documents in the event that the Affiliate fails to perform them.
Sample 1
Affiliate Facility Offices. (a) The Affiliate (if any) of a Bank appearing under the name of that Bank in Schedule 1 (Banks and Commitments) or, as the case may be, referred to in a Transfer Certificate or Increase Confirmation, shall act as that Bank’s Facility Office for the purpose of participating in Loans to the Borrower. (b) The Affiliate of a Bank referred to in paragraph (a) shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Loans to the Borrower, and shall have the corresponding duties of a Bank in relation thereto, and is a Party to this Agreement for those purposes. (c) A Bank which has an Affiliate appearing under its name in Schedule 1 (Banks and Commitments), or, as the case may be, in a Transfer Certificate or Increase Confirmation, will: (i) so long as the relevant Affiliate is able to do so, procure, subject to the terms of this Agreement, that the Affiliate participates in Loans to the Borrower in place of that Bank; and (ii) remain liable for the relevant obligations under the Finance Documents in the event that the Affiliate fails to perform them.
Sample 1

Related to Affiliate Facility Offices

  • Affiliate Use Affiliates’ Use of the Software, Documentation and other SAP Materials to run their internal business operations as permitted under Section 2.1.1 is subject to the following: (i) Licensee ensures that the Affiliate agrees in writing to comply with the terms of this Agreement; and (ii) a breach of the Agreement terms by Affiliate shall be considered a breach by Licensee hereunder. If Licensee has an affiliate or subsidiary with a separate license or support agreement for SAP software with any member of the SAP Group or any other distributor of SAP software, the Software shall not be Used to run such affiliate’s or subsidiary’s business operations even if such separate agreement has expired or is terminated, unless otherwise agreed to in writing by the parties.

  • Subsidiaries and Investments The Company does not own, directly or indirectly, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity (each a "Company Subsidiary").

  • Affiliate As used in this Agreement, the term “affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control with, Company.

  • Affiliate Letters Each Shareholder agrees to execute an affiliate agreement, as soon as practicable after the date hereof, in substantially the form attached as Exhibit 7.10 to the Merger Agreement.

  • Employee Loans and Affiliate Transactions (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party; provided, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

  • Affiliate or Affiliated With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

  • Subsidiaries and Equity Investments (a) Section 4.4 of the Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary of Xxxxx Fargo; (ii) the name of each corporation, partnership, joint venture or other entity in which Xxxxx Fargo or any of its Subsidiaries has, or pursuant to any agreement has the right to acquire at any time by any means, a material equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities described in the foregoing clauses (i) and (ii) that is a corporation, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo or any of its Subsidiaries on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (except as specified in Section 4.4 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure Schedule, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargo.

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

  • Business Locations Set forth on Schedule 6.20(a) is a list of all Real Properties located in the United States that are owned or leased by the Loan Parties as of the Closing Date. Set forth on Schedule 6.20(b) is a list of all locations where any tangible personal property of a Loan Party is located as of the Closing Date. Set forth on Schedule 6.20(c) is the chief executive office, jurisdiction of incorporation or formation and principal place of business of each Loan Party as of the Closing Date.

  • Control and Payment of Subordinates; Independent Contractor The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

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