Modification of Terms; etc No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.
Compliance with Consolidation Provisions The Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.
Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).
Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification.
Computation of Time Periods and Other Definitional Provisions For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “
Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:
Definitions and Other Definitional Provisions (a) Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in Appendix A to this Agreement.
Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm Section 2.7(c)(iv) Agreement Preamble Budget Commitment Section 2.8(b) Certificate of Merger Section 2.4 CGCL Section 3.2(a) Change in the Company Recommendation Section 6.4(b) Claim Certificate Section 9.4(a) Claim Dispute Notice Section 9.4(b) Closing Section 2.3 Closing Date Section 2.3 Closing Date Schedule Section 2.7(b) Company Preamble Company Board of Directors Section 4.2(a) Company Board Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(ii) Company Disclosure Schedule Article IV Company Financial Statements Section 4.5(a) Company Indemnified Parties Section 6.6(a) Company Material Contract(s) Section 4.14(a) Company Stockholder Approval Recitals Consideration Spreadsheet Section 6.12 Continuing Employee Section 6.13(a) Determination Section 2.7(c)(iv) Dispute Notice Section 2.7(c)(ii) Dissenting Shares Section 3.2(a) Effective Time Section 2.4 Effectiveness Period Section 2.9(d) Employee Options Payment Amount Section 3.1(a)(iii) Enforceability Exceptions Section 4.2(a) Equityholders Representative Recitals Estimated Closing Debt Section 2.7(a) Estimated Net Working Capital Amount Section 2.7(a) Estimated Net Working Capital Deficit Section 2.7(a) Estimated Net Working Capital Surplus Section 2.7(a) Estimated Unpaid Company Transaction Expenses Section 2.7(a) Excess Payment Section 2.7(d)(ii) Expiration Date Section 9.1 FCPA Section 4.22(a) Holder of Registrable Securities Section 2.9(g) Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.10 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property Section 4.15 Letter of Transmittal Section 3.1(b)(i) Liens Section 4.11(e) Major Suppliers Section 4.23 Material Product and Trial Information Section 4.21(g) Merger Recitals Term Section Merger Sub Preamble New Plans Section 6.13(b) 6.13(b) Non-Competition and Non-Solicitation Agreements Recitals Non-Solicitation Agreement Recitals Offer Letter Recitals Option Cancellation Agreement Section 3.1(a)(iii) Option Consideration Section 2.6(d)(i) Option Payment Section 2.6(d)(i) Option Shares Section 2.6(d)(i) Optionholder Section 2.6(d)(i) Optionholder Deliverables Section 3.1(b)(ii)B Options Payment Amount Section 2.6(d)(i) Outside Date Section 8.1(d) Parent Preamble Parent Acquisition Section 2.8(c)(ii) Parent Disclosure Schedule Article V Parent Prepared Returns Section 6.8
Certain General Terms 7.1 [Reserved]
Certain Calculations and Tests (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.
