Coordinating Provision Sample Clauses

Coordinating Provision. The Tranche A Lenders and each of their successors and permitted assigns hereby acknowledge by the execution of this Agreement or their acceptance of a transfer, sale, assignment or participation interest in the Tranche A Indebtedness and Tranche A Loan Documents that it is the intention of the parties to this Agreement that each Lender under this Agreement own a "Percentage Share" (as defined in Annex I) in the Tranche B Indebtedness and the Tranche B Commitments that is equal to the Percentage Share that such Lender holds in the Tranche A Indebtedness and the Tranche A Commitments. Notwithstanding this fact, this Agreement and Annex I are established as two separate facilities to more easily accommodate the potential assignment to Halliburton in accordance with Section 12.17, but it is the intention of the parties to this Agreement that this Agreement and Annex I be read together as one agreement until such time as there is an assignment to Halliburton pursuant to Section 12.17 hereof. As a result, there are a number of provisions in this Agreement and Annex I that need to be coordinated to better account for the fact that the same group of Lenders will be holding both the Tranche B Indebtedness and the Tranche A Indebtedness prior to the assignment contemplated pursuant to Section 12.17 hereof. Without limiting the generality of the foregoing, prior to the assignment to Halliburton contemplated by Section 12.17 hereof: (a) any notice that is given to a Lender under this Agreement shall also be deemed to be notice to such Lender under Annex I; (b) delivery of any item that is required to be delivered under this Agreement shall also be deemed to constitute delivery of such item under Annex I; (c) any amounts that the Borrower is required to pay to any Lender or to the Agent under this Agreement and Annex I for expenses, indemnities and other similar matters shall be payable to each Lender or the Agent only once, without duplication; (d) any consent by a Lender to an amendment, waiver or modification to this Agreement shall also constitute consent to the amendment, waiver or modification of the similar provisions of Annex I, unless expressly indicated otherwise in writing; and (e) any notice by any Lender to the Borrower with respect to any matter that relates equally to this Agreement and Annex I need only be given by such Lender once, without duplication. The parties hereto have caused this Agreement to be duly executed as of the day and year first above...
Sample 1
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Coordinating Provision. The Tranche B Lenders and each of their successors and permitted assigns hereby acknowledge by the execution of this Agreement or their acceptance of a transfer, sale, assignment or participation interest in the Tranche B Indebtedness and Tranche B Loan Documents that it is the intention of the parties to this Agreement that each Lender under this Agreement own a "Percentage Share" (as defined in the Credit Agreement) in the Tranche A Indebtedness and the Tranche A Commitments that is equal to the Percentage Share that such Lender holds in the Tranche B Indebtedness and the Tranche B Commitments. Notwithstanding this fact, the Credit Agreement and this Agreement are established as two separate facilities to more easily accommodate the potential assignment to Halliburton in accordance with Section 3.17, but it is the intention of the parties to this Agreement that this Agreement and the Credit Agreement be read together as one agreement until such time as there is an assignment to Halliburton pursuant to Section 3.17
Sample 1

Related to Coordinating Provision

  • Coordination The Company and the Dealer Manager shall have the right, but not the obligation, to meet with key personnel of the other on an ongoing and regular basis to discuss the conduct of the officers.

  • Coordination, Oversight and Monitoring of Service Providers As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Concluding Provisions Section 7.1 - Entire Agreement. All prior understandings, letters of intent, and agreements between the parties are merged in and superseded by this Agreement (including all Exhibits hereto).

  • Agreement to Provide Information Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through each account maintained by the Intermediary during the period covered by the request.

  • Overriding Provisions (a) Any Transfer in violation of this Article X shall be null and void ab initio, and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Article X shall not become a Member, shall not be entitled to vote on any matters coming before the Members and shall not have any other rights in or with respect to any rights of a Member of the Company. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this Article X.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • Voting Provisions During the Standstill Period, each member of the Privet Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder nominations for director which are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or removal of directors), the Privet Group shall be permitted to vote in accordance with ISS recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter. Each member of the Privet Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 at the 2017 Annual Meeting or at any adjournments or postponements thereof. Not later than five (5) business days prior to the 2017 Annual Meeting, each member of the Privet Group shall vote in accordance with this Section 2.2 and shall not revoke or change any such vote.

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

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