Certain Limited Conditions for Discretionary Release of Swept Funds from Agent Sweep Account Sample Clauses

Certain Limited Conditions for Discretionary Release of Swept Funds from Agent Sweep Account. The Borrower shall, by no later than 5:00 p.m., prevailing Eastern Time on Wednesday, March 20, 2024 (e.g., “Week 1”) and, by no later than 5:00 p.m., prevailing Eastern Time, on the Wednesday of each calendar week thereafter (or if such day is not a Business Day, on the immediately following Business Day and continuing until such time as the Agent and Required Lenders determine in their sole discretion, prepare and deliver to Agent (for subsequent distribution to the other Lenders) a written report setting forth, in a manner consistent with the applicable corresponding weekly period set forth in the applicable Budget, the Borrower’s requested cash disbursements, on an individual line-item basis consistent with such Budget, for the following calendar week (e.g., “Week 2”) (each a “Weekly Cash Disbursements Request”), in a form acceptable to Agent and (x) certified as true and correct in writing by duly authorized officer of the Borrower and (y) confirmed in writing by the Chief Financial Advisor that it has reviewed the requested disbursements set forth in such Weekly Cash Disbursements Request and has recommended to the Borrower that such disbursements be funded during such week (the aggregate amount of such requested disbursements set forth in any such Weekly Cash Disbursements Request shall be referred to herein as the “Aggregate Weekly Cash Disbursements Amount”). Agent, Lxxxxxx and the Loan Parties each acknowledge and agree that the Chief Financial Advisor shall not be held liable to any party for any actions taken in connection with such confirmation, including, without limitation, any recommendations or advice that is the subject of the confirmation. From and after the Ninth Amendment Effective Date and continuing to the end of the Forbearance Period, and so long as no Forbearance Default has occurred and is continuing, (A) no later than two (2) Business Days after Agent’s receipt of any Weekly Cash Disbursements Request (or such shorter time as Agent may agree), Agent shall advise the Borrower and Chief Financial Advisor whether the Agent and Required Lenders have approved the requested disbursements set forth in such Weekly Cash Disbursements Request (which approval, for the avoidance of doubt, shall be in the Agent’s and Required Lenders’ sole and absolute discretion) and (B) in the event Agent and Required Lenders so approve such Weekly Cash Disbursements Request, the Required Lenders hereby authorize and direct the Agent to release and transfe...
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Related to Certain Limited Conditions for Discretionary Release of Swept Funds from Agent Sweep Account

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  • Termination for Convenience TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

  • Closing of Books The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

  • Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.

  • Miscellaneous Provisions Section 11.01

  • In General A. To provide all services in the Contract Type and in the Service Area, specified in Section I of this Contract.

  • DURATION OF AGREEMENT All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.

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