CFIUS Isolation Mechanisms Sample Clauses

CFIUS Isolation Mechanisms. The Members acknowledge and agree that the Administrator may determine that it is in the best interests of the Fund or any of the Members (i) to make or hold the investments of any Foreign Person Member through an alternate investment vehicle, (ii) to allocate profits and/or losses from a particular investment in a Portfolio Investment, or (iii) to otherwise isolate any Foreign Person Member from one or more investments in a Portfolio Investment, in each case (i)-(iii) in order to reduce the likelihood of the Fund entering into or having been deemed to have entered into a Covered Transaction. In the event of such determination, the Administrator is hereby authorized to take all such actions as may be necessary to effect the foregoing.
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Related to CFIUS Isolation Mechanisms

  • Definitions For purposes of this Agreement:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • NOW, THEREFORE the parties hereto agree as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • General All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Dispute Resolution All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through the adjudicating officer appointed under the Act.

  • GRIEVANCE PROCEDURE 7.01 For purposes of this Agreement, a grievance is defined as a difference arising between the parties relating to the interpretation, application, administration or alleged violation of the Agreement including any question as to whether a matter is arbitrable.

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