Conditions Applicable to the Utilisation of the Senior Facilities by a New Subsidiary Sample Clauses

Conditions Applicable to the Utilisation of the Senior Facilities by a New Subsidiary. (a) The Receivables Finance Facility and the Revolving Credit Facility shall only become available for utilisation by a New Subsidiary: (i) if the of such New Subsidiary and its utilisation of the Receivables Finance Facility and the Revolving Credit Facility complies with the criteria listed in Sub-clause (b) below; and (ii) if such New Subsidiary has become an Additional Borrower in accordance with Clause 27.2 (Additional Borrowers). (b) The following are the criteria referred to in Sub-clause (a)(i) above: (i) the acquisition price (excluding any acquired indebtedness) of the New Subsidiary does not exceed an amount disclosed to the Agent in writing prior to the date of this Agreement; (ii) the acquisition price (excluding any acquired indebtedness) and the expenses associated with the acquisition are funded wholly from the proceeds of a rights issue by the Company or from debt which is, in terms of its priority of payment and repayment, fully subordinated to the amounts owing under the Finance Documents; (iii) at the time of the acquisition, no amounts owing in respect of the WW Subordinated Facility have been repaid; and (iv) a business plan (which need not identify the New Subsidiary by name) demonstrating to the satisfaction of the Majority Lenders that the acquisition of the New Subsidiary will, in overall terms, be cash generative for the Group within a period of 18 months from the date of the acquisition has been provided to the Agent. (c) The maximum amount of all Utilisations which may be applied in bridging expenses associated with the acquisition, in refinancing the working capital of a New Subsidiary and in meeting reorganisation costs shall not exceed the amount of the Reserve (if any) then remaining in respect of the WW Subordinated Facility (or such higher amount as the Majority Lenders may agree) and the amount so utilised will be deducted from that Reserve. Utilisations made to finance acquisitions (“Acquisition Expenses Loans”) shall be separately identified as such and segregated from other Utilisations. (d) Notwithstanding any other provision of this Agreement, no Default or Event of Default (whether in respect of any breach of any representation, undertaking or otherwise) shall be deemed to occur with respect to any New Subsidiary unless and until (i) such New Subsidiary has become a Borrower in accordance with the terms of this Agreement and (ii) such New Subsidiary delivered a Utilisation Request and the amount so requested has be...
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Related to Conditions Applicable to the Utilisation of the Senior Facilities by a New Subsidiary

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • General Provisions Applicable to Loans and Letters of Credit 4.1. Interest Rates and Payment Dates 4.2. Conversion and Continuation Options 4.3. Minimum Amounts of Sets

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

  • Program Requirements Provided At No Charge to the Judicial Council A. The Contractor shall provide the following items during the Program at no charge to the Judicial Council:

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to Loans and Letters of Credit 32 Section 3.1 Conditions To Effectiveness.................................................32 Section 3.2 Each Credit Event...........................................................33 Section 3.3 Delivery of Documents.......................................................34

  • Conditions Precedent to Each Loan and Letter of Credit The obligation of each Lender on any date (including the Closing Date) to make any Loan and of each L/C Issuer on any date (including the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

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