Agreed Investments Sample Clauses

Agreed Investments. 3.2.1 The Parties commit to the following amounts relating to the investments within the scope set out herein (subject to the below in this Section 3.2.1); (a) Type Bound And Unique Equipment: [***], to be funded and ordered by Volvo Cars. The Type Bound and Unique Equipment funded by Volvo Cars will be depreciated on the Polestar 3 vehicles and included as part of the vehicle manufacturing price of the Polestar 3 vehicles. The Type Bound and Unique Equipment ordered by Volvo Cars will be the property of Volvo Cars. Polestar will be informed regarding investment request amounts before negotiations with equipment suppliers. The depreciation time will be the life-time of the Polestar 3 production in VCCH. The general principle of the vehicle manufacturing price is according to Section 2.2. If the above stated Type Bound and Unique Equipment investment is not fully recovered by Volvo Cars from Polestar prior to the end date of the production of Polestar 3 in VCCH, Polestar will reimburse Volvo Cars the actual costs not recovered, as a lump sum payment in accordance with the payment terms set forth in Section 3.3. The same reimbursement obligation of Polestar will apply if the Definitive Agreement is not entered into between the Parties. If Polestar at the due date of any above-mentioned lump sum payment has any undisputed claim(s) towards Volvo Cars under the Definitive Agreement, Polestar would have a right to set-off such claim(s) against the due and non-recovered investment costs. (b) It is acknowledged that the investment amount in this Section 3.2.1 is an estimate. The Parties further acknowledge that the investment amount in this Section 3.2.1 is subject for approval by the respective Party’s company boards. Any change in the respective Party’s committed investment is subject to prior written agreement between the Parties. In the event that either Party becomes aware that these amounts might be exceeded, the Parties agree to discuss in good faith and seek internal approval before any investments that could lead to an overrun of these amounts are made. (c) It is further acknowledged that potential subsidies received for VCCH and that are connected to the production of Polestar 3 in VCCH shall benefit Polestar in proportion to their volume contribution. (d) Currency is for guidance only and actual cost could be in other currencies. 3.2.2 Volvo Cars will provide evidence of all the investment costs and other related Launch Cost for Polestar and have a tran...
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Agreed Investments. 4.2.1 The Parties commit to the following amounts relating to the investments within the scope set out herein (subject to the below in this Section 4.2.1); (a) Type Bound And Unique Equipment: [***], to be funded and paid by Polestar. Type Bound And Unique Equipment orders shall be funded upfront by Polestar through SRM-system and Polestar will issue the purchase orders and pay the suppliers directly. The Type Bound And Unique Equipment ordered by Polestar will be the property of Polestar. However, the purchase orders will be carried out by Volvo as a service provided to Polestar, subject to a separate agreement. Polestar must approve the terms for the purchase orders prior to sending to the supplier. (b) Common Equipment: [***], funded and ordered by Volvo Cars. The Common Equipment funded by Volvo Cars will be depreciated and included as part of the SPA2 vehicle prices. Potential subsidies should be considered. The Common Equipment ordered by Volvo Cars will be the property of Volvo Cars and Volvo Cars shall be able to use it for its own vehicles as well. Polestar will be informed regarding investment request amounts before negotiations with equipment suppliers. If the above stated Common Equipment investment and the related Launch Cost are not recovered by the end of the next agreement for production of Polestar vehicles in VCCD and not possible to mitigate, Polestar will reimburse Volvo Cars such cost, related to capacity share allocated to Polestar of total plant capacity, as a lump sum payment in accordance with the payment terms set forth in Section 4.3. This also applies if the next agreement is not entered into between the Parties. If Polestar at the due date of any above- mentioned lump sum payment has any undisputed claim(s) towards Volvo Cars under the said agreement, Polestar would have a right to set-off such claims against the due and non-recovered investment costs. Should investments be reused by Volvo Cars, the residual value of the original investments should be deducted with the corresponding amounts from the lump sum payable by Polestar. (c) It is acknowledged that the investment amounts in this Section 4.2.1 are estimates and that the share between Type Bound And Unique Equipment and Common Equipment will be further specified and adjusted once the detailed cost is specified and agreed with the suppliers. The Parties further acknowledge that the respective investment amounts in this Section 4.2.1 have been approved by the respective Par...
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Agreed Investments. Each Mortgagor acknowledges that shares or investments in any Agreed Investments shall not be obligations of the Security Trustee, nor its Affiliates, except that any Agreed Investments that rely on the credit and backing of the Security Trustee and/or its Affiliates, as set forth in subsection (c) of the definition of Agreed Investments in the Credit Agreement, or other investment obligations of any kind of the Security Trustee and/or its Affiliates, regardless of whether such obligations are insured, shall be considered to be obligations of the Security Trustee or its Affiliates repayable according to the terms of such obligations. For avoidance of doubt any obligations that are obligations of the Security Trustee and/or its Affiliates shall be obligations of the Security Trustee and/or its Affiliates in their capacity as bank or trust companies that are members of the Federal Reserve System, and not obligations of the Security Trustee in its capacity as security trustee under the Operative Documents.
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Agreed Investments 
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Related to Agreed Investments

  • Permitted Investments At any time, any one or more of the following obligations and securities:

  • Investments No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Loans and Investments Each of the Loan Parties shall not and shall not permit any of their Subsidiaries to, at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any capital contribution to, any other Person, except: (a) (i) trade credit extended on usual and customary terms in the ordinary course of business, (ii) bank deposits in the ordinary course of business, (iii) endorsement of negotiable instruments held for collection in the ordinary course of business and (iv) lease, utility and other similar deposits in the ordinary course of business; (b) advances to employees to meet expenses incurred by such employees in the ordinary course of business; (c) (i) cash and Permitted Investments, (ii) investments by any Loan Party in Equity Interests in their respective Subsidiaries existing as of the Effective Date, and (iii) other investments, advances and loans existing on the date of this Agreement and described on Schedule 6.04; (d) loans, advances and investments to, or in, the Borrower or any Subsidiary; (e) investments in Swap Agreements as permitted by Section 6.01(f); (f) Permitted Acquisitions, including Subsidiaries acquired pursuant to Permitted Acquisitions and investments of such Subsidiaries at the time of their respective Acquisition pursuant to Permitted Acquisitions; (g) ownership of equity interests or securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or any of its Subsidiaries in the ordinary course of business or as security for any such Indebtedness or claim; (h) Guarantees permitted by Section 6.03; (i) any other investment, loan or advance (other than Acquisitions) so long as the aggregate amount of all such investments, loans and advances does not exceed $20,000,000 during the term of this Agreement; and (j) loans, advances and investments (other than Acquisitions) not otherwise permitted by any of the foregoing, provided that immediately prior to and after giving effect (including giving effect on a pro forma basis) to any such loan, advance or investment (i) no Default or Event of Default exists or would result therefrom and (ii) the Borrower is in compliance with the financial covenants set forth in Sections 6.14 and 6.15.

  • Commingling and Investment The Trustee is expressly authorized in its discretion: (a) To transfer from time to time any or all of the assets of the Fund to any common, commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and (b) To purchase shares in any investment company registered under the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq., including one which may be created, managed, underwritten, or to which investment advice is rendered or the shares of which are sold by the Trustee. The Trustee may vote such shares in its discretion.

  • Restricted Investments Make any Restricted Investment.

  • Restricted Investment Make or have, or permit any Subsidiary of Borrower to make or have, any Restricted Investment.

  • Acquisitions and Investments Borrower will not, nor will it permit any Subsidiary of Borrower to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries of Borrower), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Entity Acquisition of any Person, except: (i) Cash Equivalents; (ii) Investments in existing Subsidiaries of Borrower, Investments in Subsidiaries of Borrower formed for the purpose of developing or acquiring industrial properties, or Investments in existing or newly formed joint ventures and partnerships engaged solely in the business of purchasing, developing, owning, operating, leasing and managing industrial properties; (iii) transactions permitted pursuant to Section 6.12; (iv) Investments permitted pursuant to Section 6.23; and (v) Entity Acquisitions of Persons whose primary operations consist of the ownership, development, operation and management of industrial properties; provided that, after giving effect to such Entity Acquisitions and Investments, Borrower continues to comply with all its covenants herein. Entity Acquisitions permitted pursuant to this Section 6.15 shall be deemed to be “Permitted Acquisitions”.

  • Other Investments Other than equity securities held in the ordinary course of business for cash management purposes, the Company does not own or hold the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person.

  • PIPE Investment (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

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