Capital Adequacy; Etc Sample Clauses
The Capital Adequacy clause requires a party, typically a financial institution, to maintain a certain level of regulatory capital or financial strength as a condition of continuing the agreement. In practice, this means that if regulatory authorities impose new capital requirements or materially change existing ones, the affected party may be entitled to terminate the agreement or adjust its terms to comply with the new rules. This clause ensures that parties are not forced to operate under agreements that could jeopardize their regulatory compliance or financial stability, thereby allocating risk and providing a mechanism to address changes in financial regulations.
Capital Adequacy; Etc. Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of Pledgor.
Capital Adequacy; Etc. Sections 3.1(a)-(e), 3.2, 3.3(a) and (b), 3.4, 3.5 (excluding the first sentence thereof) and 3.6 of the Mattel Credit Agreement are hereby incorporated by reference as if set forth in full herein, except that for purposes of such incorporation by reference: (i) all references to "the Company" shall be deemed to be references to each Seller, individually; (ii) all references to "Bank", "Agent" or "Reference Banks" shall be deemed to be references to the Purchaser; (iii) all references to "Lending Office" shall be deemed to be a reference to the office of the Purchaser identified on the signature page to this Agreement; (iv) all references to "this Agreement" or "Loan Documents" shall be deemed to be references to this Agreement or any other Transaction Documents; (v) all references to "Loans" shall be deemed to be references to the Purchaser's Investments; (vi) all references to "Eurodollar Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Eurodollar Rate; (vii) all references to "Base Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Termination Rate; (viii) all references to "CD Rate" or "CD Rate Loans" shall be deemed to have been deleted; (ix) all references to "interest" shall be deemed to be references to Yield; and (x) the following words in Section 3.3(b) of the Mattel Credit Agreement, "pursuant to Section 2.4, either on the last day of the Interest Period thereof if the Bank may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if the Bank may not lawfully continue to maintain such Eurodollar Rate Loans", shall be deemed to be replaced by the word "promptly". EXHIBIT VIII [FORM OF] PURCHASE NOTICE [Date] VIA FACSIMILE (▇▇▇-▇▇▇-▇▇▇▇ or ▇▇▇-▇▇▇-▇▇▇▇) -------------------------------------------- Bank of America National Trust and Savings Association ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Global Payments Operations #5693 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ladies and Gentlemen: This Purchase Notice is being delivered to you pursuant to Section 1.2 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., ▇▇▇▇▇▇-▇▇▇▇▇, Inc., Mattel, Inc., and Bank of America National Tr...
Capital Adequacy; Etc. (a) The Pledgor is, and after giving effect to the transactions contemplated hereby will be, Solvent.
(b) The Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of the Pledgor.
Capital Adequacy; Etc. 7 4.14 Perfection of Security Interest............................. 7 4.15 After-Acquired Collateral................................... 7
Capital Adequacy; Etc. (a) After giving effect to the transactions contemplated by this Agreement and the contingent obligations evidenced hereby (but excluding the effect of the provisions of Article III which limit the Obligations to an amount that would not render Pledgor's indebtedness, liabilities or obligations under this Agreement subject to avoidance), Pledgor is Solvent.
(b) Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of Pledgor.
Capital Adequacy; Etc of the Credit Agreement is amended to read as follows:
Capital Adequacy; Etc. (a) After giving effect to the transactions contemplated by this Agreement and the contingent obligations evidenced hereby (but excluding the effect of the provisions of Article III which limit the Obligations to an amount that would not render Pledgor's indebtedness, liabilities or obligations under this Agreement subject to avoidance), Pledgor is not, on either an unconsolidated basis or a consolidated basis with any Affiliates of Borrowers, insolvent as such term is used or defined in any applicable Bankruptcy Law, and Pledgor has and will have assets which, fairly valued, exceed its indebtedness, liabilities or obligations.
(b) Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of Pledgor.
(c) Pledgor is not engaged in any business or transaction which, after giving effect to the transactions contemplated by this Agreement, will leave Pledgor with capital or assets which are unreasonably small in relation to the business or transactions engaged by Pledgor, and Pledgor does not intend to engage in any such business or transaction.
(d) Pledgor does not intend to incur, nor does Pledgor believe that it will incur, debts beyond Pledgor's ability to repay such debts as they mature.
Capital Adequacy; Etc. If the introduction after the date of this Agreement of or any change in any applicable law, regulation, treaty or official directive or regulatory requirement of Canada now or hereafter in effect (whether or not having the force of law) or in the interpretation or administration thereof by any court or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by any Lender with any request from any central bank or other fiscal, monetary or other authority of Canada (whether or not having the force of law):
(a) subjects a Lender to any cost or tax on or changes the basis of taxation of payments due by the Borrower to such Lender or increases any existing cost or tax on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement (except for increased costs or taxes which are fully reflected in the Prime Interest Rate, the U.S. Base Rate, the LIBOR Rate or the Stamping Fee charged by the Lenders in connection with Bankers' Acceptances, or taxes on the overall net income of such Lender imposed by the jurisdiction in which its principal or lending offices are located);
(b) imposes, modifies or deems applicable any reserve, special deposit, regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or commitment of, or any other acquisition of funds for Accommodation under the Credits by a Lender;
(c) imposes on a Lender a change in the manner in which such Lender is required to allocate capital resources to its obligations under this Agreement; or
(d) imposes on a Lender any other cost, tax or condition with respect to this Agreement, and the result of (a), (b), (c) or (d) is in the sole determination of such Lender acting in good faith to increase the cost to such Lender, to incur a liability or to reduce the income receivable by such Lender in respect of the Credits, the Borrower shall pay to the Agent for the benefit of such Lender that amount which indemnifies such Lender for such additional cost, liability or reduction in income ("ADDITIONAL COMPENSATION"). Upon such a determination by a Lender that it is entitled to Additional Compensation, it shall promptly notify the Agent and the Agent shall then promptly notify the Borrower. A certificate by a duly authorized officer of the applicable Lender setting forth the amount of the Additional Compensation and the basis for it must be submitted by the Ag...
Capital Adequacy; Etc. If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.
Capital Adequacy; Etc. 121119 Section