Common use of Bail Clause in Contracts

Bail. In Legislation shall mean, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings). Base Rate shall mean, the greatest of (i) the Primefor any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Federal Funds OpenPrime Rate plus 0.5% per annum or, and (iii) the Adjusted Daily LIBORSimple SOFR Rate, plus 1.01.00%, so long as a Daily LIBOR RateSimple SOFR is offered, ascertainable and not unlawful; provided, however, if the Base Rate as determined above would be less than one percent (1.00%), then such rate shall be deemed to be one percent (1.00%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Base Rate Borrowing shall mean that portion of the principal balance of the Loans, including the Swing Loans, at any time bearing interest at the Adjusted Base Rate. Base Rate Option shall have the meaning ascribed thereto in Section 3.3 hereof.

Bail. In Legislation shall mean, mean (ai) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (bii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, the greatest of (i) the Primefor for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Federal Funds OpenPrime Rate plus 0.5% per annum orPrime Rate, and (iii) the Adjusted Daily LIBORSimple SOFR RateSimple SOFR, plus 1.01.001.00%, so long as a the Daily LIBOR RateSimple SOFR is offered, ascertainable and not unlawful, the Daily LIBOR Rate, plus 100 basis points (1.0%); provided, however, if the Base Rate as determined above would be less than one percent (1.00%)zero, then such rate shall be deemed to be one percent (1.00%)zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Base Rate Borrowing shall mean that portion of Notwithstanding the principal balance of the Loansforegoing, including the Swing Loans, at any time (x) with respect to Term Loans bearing interest at the Adjusted Base Rate Option, if the Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement.anything to the contrary contained herein, in the case of any event specified in Section 4.4(a) [Unascertainable; Increased Costs; Deposits Not Available] or Section 4.4(b) [Illegality], to the extent any such determination affects the calculation of Base Rate, the definition hereof shall be calculated without reference to clause (iii) until the circumstances giving rise to such event no longer exist. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the meaning ascribed thereto rate and under the terms set forth in either Section 3.3 hereof4.1.1(i) [Revolving Credit Base Rate Options] or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean each of the following: (i) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Capital Stock; and (ii) a single individual with significant responsibility to control, manage, or direct the Borrower. Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Code or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

Bail. In Legislation shall mean, meanmeans (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule Schedule. and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates affiliates (other than through liquidation, administration or other insolvency proceedings). Base Rate shall mean, the greatest of (i) the Primefor for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Federal Funds OpenOvernight Bank Funding Rate, plus 0.5%, (ii) the Federal Funds OpenPrime Rate plus 0.5% per annum orPrime Rate, and (iii) the Adjusted Daily LIBORSimple SOFR LIBOR Rate, plus 1.01.00100 basis points (1.0%)Simple SOFR, plus 1.00%, so long as a Daily LIBOR RateSimple Simple SOFR is offered, ascertainable and not unlawful; provided, however, if the Base Rate as determined above would be less than one percent (1.00%)zero, then such rate shall be deemed to be one percent (1.00%)zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding anything to the contrary contained herein, in the case of any event specified in Section 4.4.1 [Unascertainable; Increased Costs] or Section 4.4.2 [Illegality], to the extent any such determination affects the calculation of Base Rate, the Base Rate Borrowing shall mean that portion be calculated without reference to clause (iii) of this definition until the principal balance of the Loans, including the Swing Loans, at any time bearing interest at the Adjusted Base Ratecircumstances giving rise to such event no longer exist. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base Rate Options]. Beneficial Owner shall mean, for each Loan Party, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Loan Party’s Capital Stock; and (b) a single individual with significant responsibility to control, manage, or direct each Loan Party. Benefit Plan shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower shall have the meaning ascribed thereto specified in Section 3.3 hereofthe introductory paragraph. Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

Bail. In Legislation shall mean, mean (ai) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (bii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, the greatest of (i) the Primefor for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Federal Funds OpenPrime Rate plus 0.5% per annum orPrime Rate, and (iii) the Adjusted Daily LIBORSimple SOFR Rate, plus 1.01.00%, so long as a the Daily LIBOR RateSimple SOFR Rate is offered, ascertainable and not unlawful; provided, howeverthe Daily LIBOR Rate, if the Base Rate as determined above would be less than one percent plus 100 basis points (1.00%), then such rate shall be deemed to be one percent (1.001.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Base Rate Borrowing shall mean that portion of Notwithstanding the principal balance of the Loansforegoing, including the Swing Loans, at any time (x) with respect to Term Loans bearing interest at the Adjusted Base Rate Option, if the Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean each of the following: (i) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Capital Stock; and (ii) a single individual with significant responsibility to control, manage, or direct the Borrower. Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Code or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower shall have the meaning ascribed thereto specified in Section 3.3 hereofthe introductory paragraph.

Bail. In Legislation shall mean, mean (ai) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (bii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, the greatest of (i) the Primefor for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Federal Funds OpenPrime Rate plus 0.5% per annum orPrime Rate, and (iii) the Adjusted Daily LIBORSimple SOFR RateSimple SOFR, plus 1.01.001.00%, so long as a Daily LIBOR RateSimple Simple SOFR is offered, ascertainable and not unlawful; provided, however, if the Base Rate as determined above would be less than one percent (1.00%)zero, then such rate shall be deemed to be one percent (1.00%)zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Base Rate Borrowing shall mean that portion Notwithstanding anything to the contrary contained herein, in the case of any event specified in Section 4.4(a) [Unascertainable; Increased Costs; Deposits Not Available] or Section 4.4(b) [Illegality], to the extent any such determination affects the calculation of the principal balance of the Loans, including the Swing Loans, at any time bearing interest at the Adjusted Base Rate. Base Rate Option , the definition hereof shall have be calculated without reference to clause (iii) until the meaning ascribed thereto in Section 3.3 hereofcircumstances giving rise to such event no longer exist.