CAPITAL ASSURANCES Sample Clauses

CAPITAL ASSURANCES. A. Subject to the required approval referred to in Article IV, during the term of this Agreement and except as otherwise provided herein, the Parents will make such capital contributions as may be necessary from time to time to ensure that the Bank has sufficient capital to have Leverage and Total Risk-Based Capital ratios of 11% and 15%, respectively (hereinafter the “Minimum Capital Requirements”); all terms relating to capital shall be defined and calculated in accordance with Part 325 of the FDIC’s Rules and Regulations, 12 C.F.R. Part 325. B. Subject to the required approvals referred to in Article IV, the Parents agree that if, at any time during the term of this Agreement, the Bank’s capital level falls below one or both of the Minimum Capital Requirements (a “Capital Deficiency”), then the Parents will, within five (5) business days after the occurrence of any of the events referred to in 12 C.F.R. § 325.102(b) with respect to such Capital Deficiency, contribute additional capital, in cash, in an amount sufficient to cause the Bank’s capital to meet the Minimum Capital Requirements; provided that such time period for compliance may be extended, or an alternate form of the capital contribution may be permitted, if approved by both the appropriate Regional Director of the FDIC and the Commissioner of the Utah DFI in their sole discretions; and further provided that, in the event the Bank is less than wholly-owned by the Parent or Ultimate Parent, then the Parent shall be entitled, upon its contribution of such additional capital, to receive from the Bank additional shares of common stock of the Bank having a value equal to the capital contributed by the Parent at a price per share mutually agreed upon by the Parent and the Bank so as to prevent dilution of the Parent’s interest in the Bank. The Parent and the Bank hereby agree to use reasonable efforts to promptly obtain or provide all corporate, regulatory and other approvals necessary to authorize the issuance of such common stock to Parent. C. The Parents and Bank agree that prior to the end of the eighteenth (18th) month after the Effective Date , the Bank will wind down its assets and liabilities in accordance with the terms of a strategic plan which the FDIC and Utah DFI have reviewed and provided written non-objections. However, during this period of time the Parents and the Bank may also market the Bank to one or more unaffiliated third parties, including through one or more investment bankin...
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CAPITAL ASSURANCES. A. Initial and ongoing Capital Requirements. In accordance with conditions imposed in writing in connection with the conditional approval by the OCC for the Bank to pay a dividend to its Parent and the terms of the Operating Agreement entered into by and between the Bank, Metris, and the OCC on March 18, 2003, (the "Operating Agreement"), the Bank is required to maintain, at a minimum, capital in the aggregate amount of: (i) the Liquidity Reserve Deposit described in Article VI of the Operating Agreement; (ii) the result of the 200% risk-weight applied to on-book subprime credit card receivables; and (iii) the minimum capital required pursuant to 12 C.F.R. Part 3, Appendix A, for well-capitalized institutions for all remaining assets owned by the Bank (collectively, "the Required Capital"). B. Bank's Obligation to First Seek Parent's Assistance. The Bank agrees that if it becomes necessary for it to secure capital infusions so as to remain in compliance with its Required Capital, or a higher minimum capital ratio as set forth in subparagraph D, the Bank will promptly notify and first make demand on the Parent or MDI for such capital. C. Capital Infusions from the Parent. Parent hereby agrees to make or cause MDI to make such capital infusions or take such other actions, to which the OCC has no supervisory objection, as may be necessary from time to time to ensure the Bank achieves and remains in compliance with the Required Capital. If at any time the Bank's capital level falls below the Required Capital, then the Parent agrees that no later than ten (10) business days after receiving notification regarding this capital deficiency from the Bank, MDI or the OCC, the Parent will and subject to the exceptions and limitations set out on the attached Schedule A (incorporated herein by reference), the Parent, acting directly or by causing MDI to take such action, will either (i) contribute sufficient additional capital to return the Bank's capital ratios to the required level; or (ii) take such other action, to which the OCC has no supervisory objection, sufficient to return the Bank's capital ratios to the required level. Any capital contribution pursuant to subsection (i) in the preceding sentence will be in the form of cash, or if appropriate, other qualified assets, and the capital contribution will be credited to the Bank's surplus capital account.
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CAPITAL ASSURANCES 
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Related to CAPITAL ASSURANCES

  • Capital Adjustments and Reorganizations The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

  • LOCATION WITHIN ENTERPRISE OR REINVESTMENT ZONE At the time of the Application Approval Date, the Land is within an area designated either as an enterprise zone, pursuant to Chapter 2303 of the TEXAS GOVERNMENT CODE, or a reinvestment zone, pursuant to Chapter 311 or 312 of the TEXAS TAX CODE. The legal description, and information concerning the designation, of such zone is attached to this Agreement as EXHIBIT 1 and is incorporated herein by reference for all purposes.

  • Capital Budget Any amendment that is mutually agreed upon shall be set forth in writing and signed by both parties. It is acknowledged by Owner that capital expenditures required as a result of an emergency situation shall not reduce amounts available pursuant to the Capital Budget or otherwise hereunder, other than to the extent a Capital Budget item is subsumed within the capital expenditures required as a result of the occurrence of the emergency;

  • Capital Allowances 4.1 If any pool of assets (that is, all those assets whose expenditure would be taken into account in computing whether a balancing charge would arise on disposal of any other of these assets) or any asset not in such a pool, of the Company or any Subsidiary were disposed of at Completion for its book value as shown in, or adopted for the purpose of, the Accounts, or for the value of consideration actually given for it on its acquisition (if such asset were acquired since the Accounts Date), no balancing charge under Capital Xxxxxxxxx Xxx 0000 (CAA 2001) (or any other legislation relating to capital allowances) or similar clawback of relief in jurisdictions outside the UK would be made on the Company or that Subsidiary. 4.2 No event has occurred since the Accounts Date (otherwise than in the ordinary course of business) whereby any balancing charge may fall to be made against, or any disposal value may fall to be brought into account, by the Company or any Subsidiary under CAA 2001 (or any other legislation relating to capital allowances) or similar legislation relating to relief for similar capital expenditure in jurisdictions outside the UK. 4.3 The Disclosure Letter contains details of: (a) all expenditure incurred since the Accounts Date in respect of which allowances can be claimed under Parts 2 and 3 of CAA 2001; (b) all capital allowances to which the Company is entitled under Chapter 14 of Part 2 of CAA 2001; (c) any claim for first-year tax credits within the meaning of Schedule 1A of CAA 2001 or for business renovation allowances under Part 3A of CAA 2001; and (d) all expenditure incurred on the provision of or replacement of integral features within the meaning of section 33A of CAA 2001. 4.4 The Company has not and no Subsidiary has made any claim for capital allowances in respect of any asset which is leased to or from or hired to or from the Company or a Subsidiary and no election affecting the Company or any Subsidiary has been made or agreed to be made under Sections 177 or 183 CAA 2001 in respect of any such assets. 77

  • Net Lease THIS OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise stated.

  • Financial contribution 1. The Union shall pay Seychelles a financial contribution in accordance with the terms and conditions laid down in the implementing Protocol to this Agreement. That contribution shall consist of two related elements, namely: (a) access to the Seychelles fishing zone and fisheries resources, without prejudice to the access costs borne by the ship- owners; and (b) Union's financial support for reinforcing responsible fishing policy and the sustainable exploitation of fisheries resources in Seychelles' waters. 2. The component of the financial contribution for the sectoral support referred to in point (b) of paragraph 1 shall be independent of the payments regarding access costs and shall be determined and managed in the light of the objectives identified by mutual consent between the Parties in accordance with the implementing Protocol to this Agreement, to be achieved in the context of the sectoral fisheries policy of Seychelles and the annual and multi-annual programme for its implementation. 3. The financial contribution granted by the Union shall be paid each year in accordance with the implementing Protocol to this Agreement and subject to this Agreement: (a) the amount of the contribution referred to in point (a) of paragraph 1 may be revised by the Joint Committee in respect of: (i) exceptional circumstances, other than natural phenomena, preventing fishing activities in the Seychelles fishing zone; (ii) a reduction in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties for the purposes of managing the stocks concerned, where this is considered necessary for the conservation and sustainable exploitation of resources on the basis of the best available scientific advice; (iii) an increase in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties where the best available scientific advice concurs that the state of resources so permits; (b) the amount of the contribution referred to in point (b) of paragraph 1 may be revised as a result of a reassessment of the terms of the financial contribution for implementing the sectoral fisheries policy of Seychelles, where this is warranted by the specific results of the annual and multiannual programming observed by both Parties; (c) the contribution referred to in paragraph 1 may be suspended as a result of the application of Article 16 or 17 of this Agreement.

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • Financial Proposal Tender Forms – prices

  • Construction Cost Budget The total cost to District of all elements of the Project designed or specified by the Architect, as adjusted at the end of each design phase in accordance with this Agreement. The Construction Cost Budget does not include the compensation of the Architect and the Architect’s Consultants, the cost of land, rights-of-way, financing or other costs which are the responsibility of the District, including construction management.

  • Annual Operating Budget and Financial Projections Within sixty (60) days after the end of each fiscal year of Borrower Representative (and promptly and within five (5) days of any material modification thereto), an annual operating budgets, on a consolidating basis (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower Representative, as approved by Borrower Representative’s Board, together with any related business forecasts used in the preparation of such annual financial projections.

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