Carry Sample Clauses

Carry. If AMYRIS seeks to raise sufficient capital to fund its participation in the production of Products through the JV Company, then AMYRIS may submit written notice to TOTAL requesting that TOTAL make an offer to “carry” AMYRIS’ capital obligations for such participation (a “Carry Request”). The Carry Request shall include sufficient information in order for TOTAL to assess whether or not to offer AMYRIS a “carry”, including the amount of capital that AMYRIS desires for TOTAL to carry, a proposed interest rate or rate of return, as applicable, and a repayment schedule. TOTAL shall have sixty (60) days following receipt of such Carry Request to submit, in its sole discretion, a written offer to AMYRIS that sets forth the material terms of the “carry” (a “Carry Offer”). The Carry Offer may consist of the terms in AMYRIS’ Carry Request or may consist of entirely different terms, in TOTAL’s sole discretion (including guaranteeing a Third Party loan to access sufficient capital or other terms). If TOTAL does not submit a Carry Offer to AMYRIS within such 60 day period, TOTAL shall be deemed to have not made a “carry” offer. AMYRIS shall have sixty (60) days to notify TOTAL in writing of its acceptance or rejection of a Carry Offer submitted by TOTAL, and a failure to accept a Carry Offer within such 60 day period shall be deemed a rejection of such Carry Offer. If AMYRIS accepts TOTAL’s Carry Offer, the Parties agree to negotiate in good faith to enter into a definitive agreement memorializing the accepted terms and conditions of the Carry Offer.
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Carry. The prompt and full payment, and not merely the collectability, when due of interest on the Loans and all other costs of financing, owning, developing, operating, leasing, maintaining, repairing and restoring the Facilities, including, without limitation, the payment when due of all real estate taxes, municipal charges, utility charges, insurance premiums, other operating expenses and expenses of developing, marketing and leasing. Notwithstanding any provision contained in this Agreement or any other Loan Document to the contrary, it is the intention and agreement of each Guarantor that the obligations of such Guarantor under this Agreement shall be valid and enforceable against such Guarantor to the maximum extent permitted by applicable law. Accordingly, if any provision of this Agreement creating any obligation of any Guarantor in favor of the Administrative Agent and the Lenders shall be declared to be invalid or unenforceable in any respect or to any extent, it is the stated intention and agreement of such Guarantor, the Administrative Agent and the Lenders that any balance of the obligation created by such provision and all other obligations of such Guarantor to the Administrative Agent and the Lenders created by other provisions of this Agreement shall remain valid and enforceable. Likewise, if any sums which the Administrative Agent and the Lenders may be otherwise entitled to collect from such Guarantor under this Agreement shall be declared to be in excess of those permitted under any law (including any federal or state fraudulent conveyance or like statute or rule of law) applicable to such Guarantor's Guarantor Obligations, it is the stated intention and agreement of such Guarantor to the Administrative Agent and the Lenders, that all sums not in excess of those permitted under such applicable law shall remain fully collectible by the Administrative Agent and the Lenders from such Guarantor and such excess sums shall nevertheless survive as a subordinate obligation of such Guarantor, junior in right to the claims of general unsecured creditors, but prior to the claims of equityholders in such Guarantor. Upon any Event of Default under the Credit Agreement, or any of the other Loan Documents, or if Administrative Agent has accelerated the Loans pursuant to a right to do so under the Credit Agreement, Administrative Agent may at its option proceed directly and at once, without further notice, against any or all Guarantors hereunder, without proce...
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Carry. The Company's 20% carried interest in the income of ----- the Fund.
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Carry. If a Discovery Field is estimated by InterOil to be 10 xxxxxxx xxxxxxx xx xxxxxxx, XXXXX will pay to InterOil, in respect of each 0.5% of IPI Percentage held by it (as such IPI Percentage may be reduced pursuant to the definition thereof), 1.0% of the costs incurred in carrying out the Subsequent Work Program in respect of that Discovery Field from the time Total Depth is reached through to the grant of a PDL in respect of that Discovery Field, up to a maximum expenditure limit in respect of that Discovery Field of US$600,000 for each 0.5% of IPI Percentage (as such IPI Percentage may be reduced pursuant to the definition thereof) held by it. Upon the earlier of the grant of the PDL and the maximum expenditure limit being reached in paying for the Subsequent Work Program, all further operations carried out in respect of that Discovery Field, including any remaining Subsequent Work Program in respect of that Discovery Field, will be paid for in accordance with each party’s Participation Interest and in accordance with the terms of the JVOA. The foregoing provisions of this clause shall apply mutatis mutandis to any Phase Two Exploration Program.
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Carry. The cost of financing positions; the rate of interest earned from the securities held less the cost of funds borrowed to purchase them.
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Carry. In Exchange and Carry-In Repair types of Service hours are the normal business hours of the applicable Xxxxx service/exchange center.
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Carry. In Service-Dell Branded Carry-In Service is a “drop-off” service initiated by calling Dell Hardware Technical Support as outlined above. During the telephone- based troubleshooting process, the Dell Technician will diagnose whether a hardware fault is the issue. If yes, then the Customer will be asked to deliver the Supported Product to a Dell-designated repair centre or shipping location (at the Customer’s cost). Standard service hours are local business hours, available five (5) days per week local business days, excluding local national holidays. Once the Supported Product has been repaired, Dell Authorised Service Provider will contact Customer to make arrangements for the Customer to retrieve it. Repair service level agreements may vary by country and city.
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Carry. The Company’s twenty-five percent (25%) carried interest in the income of the Fund.
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Related to Carry

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Corporate Power The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

  • Corporate Power and Authority The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • Corporate Existence, Power and Authority (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects. (b) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation (other than the Series 2 Certificate of Designations). The Company is not in violation in any respect of its certificate of incorporation or by-laws. (c) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being conducted. (d) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations (subject to the proper filing with the Secretary of State of the State of Delaware of the Series 2 Certificate of Designations), (ii) the Series 1 Waiver, (iii) the Stockholders' Agreement, (iv) the Stockholders' Agreement Amendment, (v) the Registration Rights Agreement and (vi) the Registration Rights Amendment. The execution, delivery and performance of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment by the Company (including, without limitation, the issuance by the Company of the Shares and the Conversion Shares as contemplated herein and in the Series 2 Certificate of Designations) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment. The Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and Registration Rights Amendment constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

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