Agricultural Matters Sample Clauses

Agricultural Matters. Each applicable Loan Party shall promptly register as a buyer of farm products with the office of the Secretary of State or such other designated office of each State that maintains a central filing system under the FSA and from which such Loan Party purchases farm products produced in such State. Each Loan Party will comply with all payment instructions imposed on such Loan Party in any notification received by such Loan Party, whether pursuant to the UCC, the FSA, PACA, State Agricultural Law, or otherwise, and whether sent by a seller of farm products, a lender to such seller, the Secretary of State of any state or any other Person, of any FSA Lien or State Agricultural Lien or the imposition of a PACA Trust. Each Loan Party shall pay each of its invoices from vendors and suppliers of farm products in a manner and within a time period consistent with such Loan Party's past practices, except for invoices being contested in good faith by appropriate proceedings and as to which adequate reserves have been taken in accordance with GAAP.
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Agricultural Matters. The Working Capital Borrowers have previously delivered to the Administrative Agent copies of all notifications received by any Loan Party, whether pursuant to the UCC, the FSA, PACA, State Agricultural Laws or otherwise, and whether sent by a seller of any "farm products" (as defined in the FSA), a lender to such seller, the Secretary of State of any State or any other Person, of any FSA Lien or State Agricultural Lien or the imposition of a PACA Trust. The Loan Parties have complied with all payment instructions contained in any such notifications. As of the date of this Agreement, the Loan Parties purchase farm products only from Persons located in the States set forth on Schedule 3.25 and only from the Persons listed on such Schedule 3.25 (which list includes the address of each such Person, as well as an explanation of whether such Person is a producer of farm products, a cooperative, a broker, a distributor or otherwise). The Working Capital Borrowers agree to promptly inform the Administrative Agent if any Loan Party purchases farm products from Persons located in any additional States and to update such Schedule 3.25 to reflect any other changes to the information contained therein. No Loan Party has received any notice of non-payment or notice of dishonored checks from any Person from whom such Loan Party has purchased farm products. No Loan Party has received notice (written or otherwise) from any producer, unpaid seller, supplier or agent indicating such Person's intent to preserve the benefits of the trust created under any PACA or any State Agricultural Laws, nor has any action been commenced by (i) any beneficiary of any trust created under PACA or any State Agricultural Laws to enforce payment from such trust, or (ii) any Governmental Authority against any Loan Party to enforce payment from a trust created under PACA or any State Agricultural Lien Statute. No Loan Party is required to maintain any licenses, and does not presently maintain any licenses, under any the FSA, PACA or any State Agricultural Laws.
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Agricultural Matters. 9096 SECTION 5.18 Post-Closing Covenant ............................................................................................9096 ARTICLE VI
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Agricultural Matters. 7581 SECTION 3.26 HF Merger Documents ............................................................................................7682 SECTION 3.27 B&R Real Estate Sale Documents...........................................................................7682 SECTION 3.28
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Agricultural Matters. To the knowledge of Parent's or Xxxxxxxx Brands' officers or directors, Borrowers have taken all action necessary to insure that any "farm products" (as defined in the FSA)purchased by a Loan Party are free and clear of any Lien created by the seller of such farm products, except Permitted Liens. Parent and its Subsidiaries have complied with all payment instructions, if any, with respect to purchases of farm products.
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Agricultural Matters. (a) Deliver to the Administrative Agent copies of all notices received by Loan Parties sent by any grower, supplier, seller or agent, disclosing an intent to preserve any rights or benefits pursuant to any trust created in favor of any grower, supplier, seller or agent under PACA or any similar state statute or regulation. Upon the request of the Administrative Agent, Loan Parties will provide to the Administrative Agent a list of all growers, suppliers, sellers, or agents from whom a Loan Party has purchased any "perishable agricultural commodities," and fruits and vegetables of every kind and character, whether fresh, frozen or packed in ice, identifying the names and addresses of such grower, suppliers, sellers and agents and indicating the type, quantity, and price of each commodity leased, distributed or otherwise transferred. If any Loan Party purchases farm products with a contract price in excess of $250,000 in the aggregate in any 12 consecutive month period from Persons located in any states other than the states set forth on Schedule 5.24 of the Disclosure Letter, Loan Parties agree to inform the Administrative Agent of the same on or prior to the first date after such threshold is met. Each Loan Party shall acquire any and all licenses that such Loan Party is required to hold pursuant to PACA or any similar state statute or regulation and any such license shall be valid and effective at all times, except to the extent that the failure to hold any license would not reasonably be expected to have a Material Adverse Effect. Each Loan Party will take all reasonable actions necessary to maintain or renew such licenses, including but not limited to the payment of all license fees in compliance with any and all provisions of PACA or any similar state statute or regulation, and, upon the request of the Administrative Agent, the Loan Parties will provide the Administrative Agent with evidence of the non-applicability, or the renewal or continued existence of, such licenses. (b) Upon the request of the Administrative Agent, provide the Administrative Agent with a list of all Persons from whom any Loan Party has leased, distributed or otherwise transferred any of its seeds or other farm products, identifying the recipient of such seeds or other farm products and the states in which such seeds or other farm products were or are provided and grown. Loan Parties agree to deliver to the Administrative Agent, promptly after any Loan Party's receipt thereof, co...
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Agricultural Matters. (a) The business and activities of the Loan Parties do not require any Loan Party to have obtained a license as a "broker," "commission merchant" or "dealer" in "perishable agricultural commodities" (as defined in PACA), from the Secretary of Agriculture of the United States. (b) Loan Parties have previously delivered to Administrative Agent copies of all notifications received by any Loan Party, whether pursuant to the Uniform Commercial Code, FSA or otherwise, and whether sent by a grower, producer or seller of any "farm products" (as defined in the FSA), a lender to such grower, producer or seller, the Secretary of State of any state or any other Person, of any Lien on any seeds or other farm products manufactured or otherwise distributed by Loan Parties or on any farm products purchased by any Loan Party to the extent such purchases exceed $25,000 in the aggregate in any 12 consecutive month period. The Loan Parties have complied with all payment instructions contained in any such notifications. (c) As of the Closing Date, the Loan Parties have grower contracts with consideration payable by the Loan Parties in excess of $250,000 in the aggregate during the 12 consecutive months ended as of the most recently ended month, only from those Persons located in those states, in each case set forth on Schedule 5.24 of the Disclosure Letter. No Loan Party has received any notice of non-payment or notice of dishonored checks from any Person from whom such Loan Party has sold, leased or otherwise contracted to grow farm products. (d) The Loan Parties are in compliance with all applicable Industry Laws in all material respects.
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Agricultural Matters. (a) Within 90 days following the Closing Date, Parent will, and will cause each Loan Party to, use commercially reasonable efforts to register as a buyer of farm products with the office of the Secretary of State or such other designated office of each state that maintains a central filing system and from which such Loan Party purchased farm products produced in such state ("Farm Products Registration") to the extent the aggregate value of farm products purchased in such state in any year exceeds $10,000,000. Parent will, and will cause each Loan Party to, comply in all material respects with all payment instructions imposed on such Loan Party in any notification received by such Loan Party, whether pursuant to the Code, the FSA or otherwise, and whether sent by a seller of farm products, a lender to such seller, the Secretary of State of any state or any other Person, of any Lien on any farm products purchased or to be purchased hereafter, unless such payment is being contested in good faith by such Loan Party by appropriate proceedings and adequate reserves have been taken in accordance with GAAP. (b) Parent will, and will cause each other Loan Party to, pay each of its invoices from vendors and suppliers of perishable agricultural commodities in a manner and within a time period consistent with such Loan Party's past practices, except for invoices being contested in good faith by appropriate proceedings and as to which adequate reserves have been taken in accordance with GAAP. (c) Parent will cause each Subsidiary that supplies agricultural commodities or other farm products to a Loan Party to waive any claims it may have to assert a Lien or trust over any of the Collateral, including any claim under PACA. (d) Parent will not, and will not permit any Loan Party to, purchase any bananas from any Person other than Xxxxxxxx Switzerland without providing prior written notice to Agent (other than immaterial amounts) and delivery of such information as Agent shall reasonably request to calculate any PACA/Grower Reserve with respect thereto. Parent will not permit any Inventory sold by Xxxxxxxx Switzerlandto a Loan Party to have been purchased by Xxxxxxxx Switzerlandin a transaction that is subject to PACA, unless it provides prior written notice to Agent. Parent will cause Xxxxxxxx Switzerland to maintain its principal place of business in Switzerland and not permit Xxxxxxxx Switzerland to have any offices, employees or agents, in a state or territory of the ...
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Agricultural Matters. 83 SECTION 3.26 [Reserved] .................................................................................................................. 83 SECTION 3.27 [Reserved] .................................................................................................................. 84 SECTION 3.28
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Related to Agricultural Matters

  • General Matters The parties hereto agree that they will, in good faith and with their best efforts, cooperate with each other to carry out the transactions contemplated by this Agreement and to effect the purposes hereof.

  • Procedural Matters The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.

  • Legal Matters In the opinion of Xxxx Xxxxxx, Authorized Signatory of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Fifth Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • Financial Matters (a) The consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the fiscal year of the Borrower ended on September 30, 2000, and as of the last day of the fiscal quarters of the Borrower ended on December 31, 2000 and March 31, 2001, and the related consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for such fiscal year and quarters, with, in the case of said fiscal year, reports thereon by Ernst & Young LLP: (i) are complete, accurate and fairly present the financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(a), show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (b) The consolidated balance sheet of IBP and its Subsidiaries as of the last day of the fiscal year of IBP ended on December 30, 2000, and as of the last day of the fiscal quarter of IBP ended on March 31, 2001, and the related consolidated statements of earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for such fiscal year and quarter, with, in the case of said fiscal year, reports thereon by PriceWaterhouseCoopers LLP: (i) are complete, accurate and fairly present the financial condition of IBP and its Subsidiaries as of the respective dates thereof and for the periods covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(b), show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (c) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower to the Lenders prior to the date hereof. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reasonable, (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of March 31, 2001, as if the Transactions had occurred on such date. (d) Since September 30, 2000, with respect to the Borrower and its Subsidiaries (other than IBP and its Subsidiaries), and December 30, 2000, with respect to IBP and its Subsidiaries, there has been no Material Adverse Effect and no development which has any reasonable likelihood of having a Material Adverse Effect. (e) The Borrower is, and the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

  • Environmental and Safety Matters (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

  • Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file. 7.2 Each employee shall be entitled to access to his/her personnel file. This review shall take place during an agreed upon time; requests to examine the file need to be made to the Superintendent or his/her designee at least 24 hours prior and shall not be unreasonably withheld. The employee may, if he/she wishes, have a representative of the Association accompany him/her during such review. 7.3 The employee shall have the right to make a response to any material contained in his/her personnel file and such response shall be made a part of said employee’s file. Reproductions of such material may be made by hand or copying machine, if available. 7.4 No disciplinary material will be placed in an employee's personnel file without written or electronic notification to the employee. 7.5 The Board agrees to maintain, as part of its general policy manual, job descriptions for members of the bargaining unit; said policy manual to be made available to each member of the bargaining unit and any new employee. Whenever the District contemplates any changes in job description, the District will notify the Association on the planned action and convene the Job Description Team per the Memorandum of Understanding included in Exhibit 1.

  • Operational Matters 7.1 The LGB shall comply with the obligations set out in Appendix 2 which deals with the day-to-day operation of, and delegation of responsibilities to, the LGB. 7.2 The LGB will adopt and will comply with all policies of the Trustees communicated to the LGB from time to time. 7.3 Both the Trustees and all members of the LGB have a duty to act with integrity, objectivity and honesty in the best interests of the Company and the Academy and shall be open about decisions and be prepared to justify those decisions except in so far as any matter may be considered confidential. 7.4 The LGB will review its policies and practices on a regular basis, having regard to recommendations made by the Trustees from time to time, in order to ensure that the governance of the Academy is best able to adapt to the changing political and legal environment. 7.5 The LGB shall provide such data and information regarding the business of the Academy and the pupils attending the Academy as the Trustees may require from time to time. 7.6 The LGB shall submit to any inspections by the Trustees, and any inspections pursuant to section 48 of the Education Act 2005 (Statutory Inspections of Anglican and Methodist Schools). 7.7 The LGB shall work closely with and shall promptly implement any advice or recommendations made by the Trustees in the event that intervention is either threatened or is carried out by the Secretary of State and the Trustees expressly reserve the unfettered right to review or remove any power or responsibility conferred on the LGB under this Scheme in such circumstances.