Capital Impairment Sample Clauses

Capital Impairment. The parties to this Agreement agree that if a German Guarantor is able to demonstrate that the granting of the guarantee in this Article XI by it (the “German Guarantee”) had, on the date that such German Guarantor became a party to this Agreement, the effect of causing the amount of that German Guarantor’s Net Assets to fall below the amount of its registered share capital (Stammkapital) (or increase an existing shortage of its registered share capital) in violation of Section 30 GmbHG, (such event is hereinafter referred to as a “Capital Impairment”), then the Loan Parties shall demand payment under the German Guarantee from such German Guarantor only to the extent such Capital Impairment would not have occurred.
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Capital Impairment. In the event that Section 160 of the DGCL would be violated by the redemption of any shares of Series 5-A Preferred Stock that are otherwise subject to redemption pursuant to Section V.B., the Company: (i) will redeem the greatest number of shares of Series 5-A Preferred Stock possible without violation of said Section pro rata among the shares of Series 5-A Preferred Stock which are subject to Redemption Notices; (ii) thereafter shall use its best efforts to take all necessary steps in order to remedy its capital structure in order to allow further redemptions without violation of said Section (and not take any action inconsistent with so remedying such capital structure); and (iii) from time to time thereafter as promptly as possible, shall redeem remaining shares of Series 5-A Preferred Stock at the request of the holders to the greatest extent possible without causing a violation of Section 160 of the DGCL.
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Capital Impairment. In the event that any section of the Massachusetts Corporation Law ("MCL"), would be violated by the redemption of any shares of Series B Convertible Preferred Stock that are otherwise subject to redemption pursuant to Section 3 above, the Company: (i) will redeem the greatest number of shares of Series B Convertible Preferred Stock possible without violation of the MCL; (ii) GTC thereafter shall use its best efforts to take all necessary steps permitted pursuant to this Certificate of Designation and the agreements entered into in connection with the issuance of Series B Convertible Preferred Stock pursuant hereto in order to remedy its capital structure in order to allow further redemptions without violation of the MCL; and (iii) from time to time thereafter as promptly as possible GTC shall redeem shares of Series B Convertible Preferred Stock at the request of the Holders to the greatest extent possible without causing a violation of the MCL.
Sample 1
Capital Impairment. The parties to this Agreement agree that if the German Enforcement would cause the amount of a German Subsidiary's Net Assets, as calculated pursuant to of Section Error! Reference source not found.(e), to fall below the amount of its registered share capital (Stammkapital) (Begründung einer Unterbilanz) (or increase an existing shortage of its registered share capital (Vertiefung einer Unterbilanz) in violation of section 30 paragraph 1 of the German Limited Liabilities Company Act (GmbHG), (such event is hereinafter referred to as a “Capital Impairment”), then the Collateral Agent may enforce against the German Subsidiary under this Agreement only to the extent such Capital Impairment would not occur and the German Subsidiary shall have a defense (Einrede) against any German Enforcement if and to the extent such Capital Impairment would occur.
Sample 1
Capital Impairment. The parties to this Agreement agree that if the enforcement of any Guaranty would cause the amount of a German Guarantor's Net Assets (German), as calculated pursuant to of Section 6.09(c)(i), to fall below the amount of its registered share capital (Stammkapital) (Begründung einer Unterbilanz) (or increase an existing shortage of its registered share capital (Vertiefung einer Unterbilanz)) in violation of section 30 paragraph 1 of the German Limited Liabilities Company Act (GmbHG), (such event is hereinafter referred to as a “Capital Impairment”), then Administrative Agent and/or the Beneficiaries may demand payment under such Guaranty from such German Guarantor only to the extent such Capital Impairment would not occur and and the German Guarantor shall, have a defense (Einrede) against any claim under the Guaranty if and to the extent such Capital Impairment would occur.
Sample 1
Capital Impairment. If the Company shall be prohibited or restricted, during any relevant period, from purchasing this Warrant under this Section 7 by any provision of the corporation laws of the state of its incorporation or other applicable law, then (a) the Company shall give written notice to Holder of such impairment and (b) whether or not such notice is given by the Company, the Put Period shall be extended to expire on the later to occur of (i) the expiration of the original Put Period or (ii) one hundred twenty (120) days after the expiration of such impairment.
Sample 1
Capital Impairment. An SBA Super- vised Lender must meet its minimum regulatory capital requirement and avoid capital impairment. Capital im- pairment exists if an SBA Supervised Lender fails to meet its minimum reg- ulatory capital requirement under §§ 120.471, 120.472, and 120.474 for SBLCs or as established by state regulators for NFRLs. An SBA Supervised Lender must provide the appropriate Office of Capital Access official in accordance with Delegations of Authority written notice of any failure to meet its min- imum capital requirement within 30 calendar days of the month-end in which the impairment occurred. Unless otherwise waived by the appropriate Office of Capital Access official in ac- cordance with Delegations of Author- ity in writing, an SBA Supervised Lender may not present any loans to SBA for guaranty until the impairment is cured. SBA may waive the present- ment prohibition for good cause as de- termined by SBA in its discretion. In the case of differences in calculating capital or capital requirements be- tween the SBA Supervised Lender and SBA, SBA’s calculations will prevail until differences between the two cal- culations are resolved.
Sample 1

Related to Capital Impairment

  • Capital Improvements From and after Final Completion, Tenant shall not replace or materially alter the Project, or any part thereof (except as provided to the contrary with respect to Fixtures in Article 13), or make any addition thereto, whether voluntarily or in connection with repairs required by this Lease (collectively, “Capital Improvements”), unless Tenant shall comply with the following requirements and, if applicable, with the additional requirements set forth in Section 11.10: (a) No Capital Improvements shall be undertaken, as applicable, until Tenant shall have procured from all Governmental Authorities and paid for all permits, consents, certificates and approvals for the proposed Capital Improvements which are required to be obtained prior to the commencement of the proposed Capital Improvements (collectively, “Improvement Approvals”). The FCRHA shall not unreasonably refuse to join or otherwise unreasonably refuse to cooperate in the application for any such Improvement Approvals, provided such application is made without cost, expense or liability (contingent or otherwise) to the FCRHA. True copies of all such Improvement Approvals shall be delivered by Tenant to the FCRHA prior to commencement of the proposed Capital Improvements. (b) The Premises after completion of such Capital Improvements, shall have a value at least equal to the value of the Premises immediately before construction of such Capital Improvements. In addition, the Project shall at all times remain in substantial conformity with the original Plans and Specifications therefor (except to the extent specifically consented to by the FCRHA, in its sole but reasonable discretion). (c) All Capital Improvements shall be made with reasonable diligence and continuity (subject to Unavoidable Delays) and in a good and workmanlike manner and in compliance with (i) all Improvement Approvals, (ii) if required pursuant to Section 11.10(a) or (b), in substantial accordance with the plans and specifications for such Capital Improvements as approved by the FCRHA, and (iii) all Applicable Laws. (d) No construction of any Capital Improvement shall be commenced until Tenant shall have delivered to the FCRHA certificates of insurance and copies of the declaration page(s) for the insurance required by Exhibit D. Such insurance policies shall comply with the terms of Section 7.02 above.

  • FISCAL IMPACT The fiscal impact is $1,393,312. Funding is from previously-approved Capital Expenditure Funds, and Operations and Maintenance Funds (subject to adoption of the FY 2023 Aviation Authority Budget by the Aviation Authority Board under separate item).

  • INCOME FROM IMMOVABLE PROPERTY 1. Income derived by a resident of a Contracting State from immovable property (including income from agriculture or forestry) situated in the other Contracting State may be taxed in that other State. 2. The term "immovable property" shall have the meaning which it has under the law of the Contracting State in which the property in question is situated. The term shall in any case include property accessory to immovable property, livestock and equipment used in agriculture and forestry, rights to which the provisions of general law respecting landed property apply, usufruct of immovable property and rights to variable or fixed payments as consideration for the working of, or the right to work, mineral deposits, sources and other natural resources; ships, boats and aircraft shall not be regarded as immovable property. 3. The provisions of paragraph 1 shall apply to income derived from the direct use, letting, or use in any other form of immovable property. 4. The provisions of paragraphs 1 and 3 shall also apply to the income from immovable property of an enterprise and to income from immovable property used for the performance of independent personal services.

  • Procurement Project not financed with EU Funds The procurement is covered by the Government Procurement Agreement (GPA): yes

  • No Material Deterioration in Financial Condition; Financial Statements All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender.

  • Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities (1) You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or charged under section 4.2 to that financial institution as collateral for a loan on realization of the loan. (2) Prior to the transfer the Escrow Agent must receive: (a) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities; (b) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and (c) an acknowledgement in the form of Schedule “B” signed by the financial institution. (3) Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

  • Closure Area Calculation Sheet – A computer generated print-out of the area and the perimeter bearings, distances, curve data, and coordinates of an individual parcel of land to be acquired.

  • Environmental Impact Notwithstanding any other term, covenant or condition contained in this Lease, in the event that any Alteration has any adverse environmental impact on the Premises. Landlord may deny Tenant the right to proceed in Landlord’s sole and absolute discretion.

  • Financial Impact The Agreement is in the not-to-exceed amount of $429,300 for fiscal year 2019-2020, and $214,650 for fiscal year 2020-2021, for a total not-to-exceed amount of $643,950 for the term of the Agreement. The term of the Agreement is July 1, 2019, through December 31, 2020, and requires ratification to become effective July 1, 2019.

  • Adverse Weather Shall be only weather that satisfies all of the following conditions: (1) unusually severe precipitation, sleet, snow, hail, or extreme temperature or air conditions in excess of the norm for the location and time of year it occurred based on the closest weather station data averaged over the past five years, (2) that is unanticipated and would cause unsafe work conditions and/or is unsuitable for scheduled work that should not be performed during inclement weather (i.e., exterior finishes), and (3) at the Project.