Capitalization of Certain Amounts Sample Clauses

Capitalization of Certain Amounts. (a) During the Commitment Period with respect to each Uncompleted Facility and Uncompleted Unit being funded under the Facility Tranche or the Equipment Tranche on each date which is five (5) Business Days prior to any Payment Date, Lessee shall be deemed to have requested an Advance in an amount equal to Participant Capitalized Costs accrued on or with respect to the Loans and Certificate Amounts and Available Commitments during the immediately preceding Interest Period ending on such Payment Date and any Capitalized Contingent Costs then due and payable. The Advance Date with respect to each such Advance for such accrued Participant Capitalized Costs shall be the relevant Payment Date (subject to the terms and conditions for an Advance set forth in this Participation Agreement at Section 3.1 and as provided for below), and the proceeds of such Advance shall be applied to pay such accrued Capitalized Interest, Capitalized Yield, Capitalized Fees and Capitalized Contingent Costs. On each Advance Date on which each such Advance is being made for Participant Capitalized Costs or pursuant to Section 3.3(a) to pay any other Capitalized Contingent Costs, the Asset Costs Funded by the Participants and the Lease Supplement Balance for each Uncompleted Facility, Uncompleted Equipment Group and Proposed Site shall be increased by an amount equal to the Capitalized Interest, Capitalized Yield, Capitalized Fees and Capitalized Contingent Costs so Funded; provided, however, that if an Advance hereunder would exceed the limitations and limits set forth in the second sentence of Section 3.1(a), no Participant shall have any obligation to make such Advance. Unless Lessee otherwise notifies Administrative Agent in writing not later than three (3) Business Days prior to such Payment Date, the making of such Advance shall be deemed a certification by Lessee that such Advance satisfies the conditions at Section 3.1(d) and as to each of the matters set forth at Sections 3.3(a)(ix), (B), (C) and (I) are true and correct with respect to such Advance. (b) If any Participant shall request Lessor to capitalize the amount of any Claims relating to a Nonrelated Project Event or any loss or liability resulting from a Casualty or Condemnation occurring during the Commitment Period, any such amount shall be capitalized by automatically treating such amount as an Advance (funded by such Participant) and shall correspondingly increase the Participant Balance of such Participant and the A...
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Capitalization of Certain Amounts. (i) Lessee shall not be required to pay during the Construction Period the following amounts that would otherwise be payable by Lessee under Facility 2 pursuant to the terms of the Operative Documents: (A) Any Base Rent payable by Lessee during the Construction Period under the Facility 2 Lease Agreement; provided, however, that Lessee may pay any such Base Rent due on a Scheduled Rent Payment Date (and such Base Rent shall not be capitalized as provided below) if, not later than three (3) Business Days prior to such Scheduled Rent Payment Date, Lessee notifies Lessor in writing that Lessee will pay such Base Rent; (B) Any fees payable by Lessee pursuant to Paragraph 2.04 during the Construction Period and attributable to the Facility 2 Lease Agreement; and (C) Any increased costs or reduced amounts that would be payable by Lessee during the Construction Period on account of Facility 2 pursuant to Subparagraph 2.12(c) but for the proviso to such subparagraph. Lessor shall capitalize all such amounts by automatically treating each such amount as an Advance made on the date such amount would be payable by Lessee but for this clause (i). All such amounts so capitalized shall be added to the Outstanding Lease Amount under Facility 2 and shall be included in the Outstanding Lease Amount under Facility 2 for all purposes, including the calculation of the Base Rent payable by Lessee under the Facility 2 Lease Agreement after the Construction Period and the calculation of the Residual Value Guaranty Amount under the Facility 2 Purchase Agreement.
Capitalization of Certain Amounts. (i) Lessee shall not be required to pay during the Construction Period the following amounts that would otherwise be payable by Lessee pursuant to the terms of the Operative Documents: (A) Any Base Rent payable by Lessee during the Construction Period under the Lease Agreement; provided, however, that Lessee may pay any such Base Rent due on a Scheduled Rent Payment Date (and such Base Rent shall not be capitalized as provided below) if, not later than three (3) Business Days prior to such Scheduled Rent Payment Date, Lessee notifies Lessor in writing that Lessee will pay such Base Rent; (B) Any fees payable by Lessee pursuant to Paragraph 2.04 during the Construction Period; and (C) Any increased costs or reduced amounts that would be payable by Lessee during the Construction Period pursuant to Subparagraph 2.12
Capitalization of Certain Amounts. On each date prior to the initial Land Interest Acquisition Date that any amount is payable under the Operative Documents on account of (A) accrued interest and accrued yield on outstanding Advances (to the extent provided in Section 3.7(d)), (B) fees pursuant to Section 4, (C) Transaction Expenses of the Lessor, the Agent or any Participant pursuant to Section 9, or (D) any other amounts required by any provision of the Operative Documents to be capitalized prior to the initial Land Interest Acquisition Date, such amounts shall be capitalized by automatically treating such amount as an Advance and a related purchase of Participation Interests therein made on such date.
Capitalization of Certain Amounts. (a) During the Commitment Period, on each date which is four (4) Business Days prior to any Payment Date, Lessee shall request, or if Lessee fails to request, Lessee shall be deemed to have requested, an Advance in an amount equal to Capitalized Yield, Capitalized Fees and Capitalized Contingent Rent accrued on or with respect to the Rent Assignment Contributions and Lessor Amount and Available Commitments, during the immediately preceding Interest Period ending on such Payment Date and any Capitalized Contingent Rent then due and payable. The Advance Date with respect to each such Advance for such Capitalized Yield, Capitalized Fees and Capitalized Contingent Rent shall be the relevant Payment (b) If any Participant elects to capitalize the amount of any Claims relating to a Nonrelated Project Event or any loss or liability resulting from a Casualty or Condemnation occurring during the Commitment Period, any such amount shall be capitalized by automatically treating such amount as an Advance (funded by such Participant) and shall correspondingly increase the Participant Balance of such Participant and the Lease Balance. The Administrative Agent shall notify Lessee and each Participant of each amount so capitalized and treated as an Advance (and the related increase in the applicable Participant Balance and Lease Balance therein) under this Section 3.4 within fifteen (15) days after each such Advance.

Related to Capitalization of Certain Amounts

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Allocation of Certain Taxes (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.

  • Application of Certain Payments So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.

  • Definition of Certain Terms For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder ), whether in cash, property, stock or other securities; (b) the voluntary liquidation, dissolution or winding up of the Company; or (c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b); the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

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