Discretionary Sale Sample Clauses

Discretionary Sale. This Agreement is entered into in connection with a Discretionary Sale as defined in Section 2 of the Original Option Addendum (i.e., specifically the Additional Discretionary Sale as defined in Recital I of the Option Addendum No. 4). The Lot shall be one of the Lots to be conveyed by MMB to Seller (or Seller's Nominee) pursuant to the Master Purchase Agreement. Accordingly, Seller shall sell and convey the Lot to Buyer, and Buyer shall purchase and accept the Lot from Seller, subject to the terms and conditions of this Agreement, which shall be subject to those terms and provisions of the Master Purchase Agreement and the Option Agreement that are applicable to the Additional Discretionary Sale. In the event of a conflict between the terms and conditions of the Master Purchase Agreement and the terms and conditions of this Agreement, the terms and conditions of the Master Purchase Agreement shall control.

Discretionary Sale. 9. Termination of the Loan and Security Agreement. ____ 10. Servicing. ____ 11. Other (explain). ____________________________________________________ ____________________________________________________ ____________________________________________________ If box 1, 2, 4, 5, 6, 7, 8, 9 or 10 above is checked, and if all or part of the Underlying Instruments were previously released to us, please release to us the Underlying Instruments requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan. E-3 USActive 60442013.7 If box 3, 11 or 12 above is checked, we will return all of the above Underlying Instruments to you as the Collateral Custodian (i) promptly upon the request of the Administrative Agent or (ii) when our need therefor no longer exists. It is understood and acknowledged that undersigned is executing this request not in an individual capacity but solely as a Responsible Officer of the Collateral Manager and is without any personal liability as to the matters contained in this request. [Remainder of Page Intentionally Left Blank] E-4 USActive 60442013.7 New Mountain Guardian IV BDC, L.L.C., as the Collateral Manager By: ____________________________ Name: Title: [Consent of Administrative Agent if required under the Loan and Security Agreement: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent By: ________________________________ Name: _____________________________ Title: ______________________________ Date: ______________________________]

Discretionary Sale. (a) If Encore, in its sole discretion, determines that the Company or one or more applicable Subsidiaries should sell (a “Discretionary Sale”) one or more of the Projects (the “Discretionary Sale Projects”), Encore shall deliver written Notice to the other Members (a “Discretionary Sale Notice”) specifying the Discretionary Sale Projects that Encore desires to sell and requesting the other Members to state whether it elects to bid or elects not to bid on such Discretionary Sale Projects. No later than 15 Business Days following the date of the Discretionary Sale Notice, each other Member shall deliver Notice to Encore either (i) electing to bid on such Discretionary Sale Projects, in which case the sale of such Discretionary Sale Projects will be conducted in accordance with the procedures set forth on Exhibit C, or (ii) electing not to bid on such Discretionary Sale Projects, in which case the sale of such Discretionary Sale Projects will be conducted in accordance with the procedures set forth on Exhibit D. If a Member does not timely deliver such Notice electing to bid or not to bid within such 15 Business Day period, then such Member will be deemed to have elected not to bid. If a Member elects (or is deemed to have elected) not to bid on the Discretionary Sale Projects, then such Member shall not have the right to bid under the Discretionary Sale or to otherwise participate in the purchase of any direct or indirect interest in the Discretionary Sale Projects. - 44 - Caliber/Encore: Behavioral Health JV Op Agreement (b) Once Encore delivers a Discretionary Sale Notice to the other Member, the other Members may not initiate a buy-sell transaction under Sections 11.1, or 11.2 unless and until the Discretionary Sale has (i) lapsed, (ii) been nullified by agreement of the parties to the transaction or (iii) been completed. Encore shall have the right, in its sole discretion, to terminate a Discretionary Sale at any time before a binding purchase and sale agreement is executed by the Company or the applicable Subsidiary.

Discretionary Sale. ¨ 9. Termination of the Loan and Security Agreement. ¨ 10. Servicing. ¨ 11. Other (explain). If box 1, 2, 4, 5, 6, 7, 8, 9 or 10 above is checked, and if all or part of the Underlying Instruments were previously released to us, please release to us the Underlying Instruments requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan. If box 3, 11 or 12 above is checked, we will return all of the above Underlying Instruments to you as the Collateral Custodian (i) promptly upon the request of the Administrative Agent or (ii) when our need therefor no longer exists. It is understood and acknowledged that undersigned is executing this request not in an individual capacity but solely as a Responsible Officer of the Collateral Manager and is without any personal liability as to the matters contained in this request. By: Name: Title: [Consent of Administrative Agent if required under the Loan and Security Agreement: as the Administrative Agent By: Name: Title: Date: ] THIS GENERAL ASSIGNMENT OF UNDERLYING INSTRUMENTS (this “Assignment”), made as of the ____ day of _______ , 20___ by __________________, a ____________, having an address at ________________________________________ (“Assignor”) to ___________________________, a ____________________, having an address at ____________________________ (“Assignee”). KNOW ALL MEN BY THESE PRESENTS, that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby does sell, assign, transfer, grant, convey and set over unto Assignee and to the successors and assigns of Assignee all of Assignor’s right, title and interest in, to and under (a) the document(s) referenced in Exhibit A attached hereto and made a part hereof, including any amendments or supplements thereto (such documents collectively referred to herein as the “Underlying Instruments”), (b) the instruments, documents, certificates, letters, records and papers relating to the Underlying Instruments and all other documents executed and/or delivered in connection with the loan evidenced and/or secured by the Underlying Instruments, including, without limitation, all of Assignor’s right, title and interest in any title insurance policies, and other insurance policies, endorsements and certificates, security agreements, guaranties, indemnities, bank accounts, certificates of deposit, letters of credit, bonds, operating acco...

Discretionary Sale. ☐ 9. Termination of Loan and Security Agreement. ☐ 10. Servicing. ☐ 11. Other (explain). If box 1, 2, 4, 5, 6, 7, 8 or 9 above is checked, and if all or part of the Underlying Instruments were previously released to us, please release to us the Underlying Instruments, requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan. If box 3, 10 or 11 above is checked, we will return all of the above Underlying Instruments to you as the Collateral Custodian (i) promptly upon the request of the Administrative Agent or (ii) when our need therefor no longer exists. [FS Investment] Exhibits and Schedules to Loan and Security Agreement FS INVESTMENT CORPORATION IVKKR CAPITAL CORP., as the Collateral Manager By: Name: Title: Consent of Administrative Agent if required under the Loan and Security Agreement: ALLY BANK, as the Administrative Agent By: Name: Title: [FS Investment] Exhibits and Schedules to Loan and Security Agreement [FS Investment] Exhibits and Schedules to Loan and Security Agreement , 20 Ambler Funding LLC, as the Borrower Attention: [ ]Xxxxxxx Xxxxxx Telephone No.: [ ] Email: [ ]xxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx; FS Investment Corporation IVKKR Capital Corp., as the Collateral Manager Attention: [ ]Xxxxxxx Xxxxxx Telephone No.: [ ] Email: [ ]xxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx; Ally Bank, as the Administrative Agent 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: SFD Portfolio Manager Facsimile No.: (000) 000-0000 [FS Investment] Exhibits and Schedules to Loan and Security Agreement with a copy to: Ally Bank 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal Services/SFD Facsimile No.: (000) 000-0000 Email: xxxxx.xxxxxx@xxxx.xxx Re: Ambler Funding LLC Notes issued to [Name of Lender] (the “Notes”) Ladies and Gentlemen: In connection with our acquisition of the above-captioned Notes, we certify that (a) we understand that the Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we are either a Qualified Institutional Buyer under Rule 144A of the Securities Act or an institutional “Accredited Investor” as defined in Rule (1)-501(a)(l)-(3) or (7) under the Securities Act, and have such knowledge and experience in financial and...

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Discretionary Sales The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.
Discretionary Acceleration Notwithstanding any other provisions of this Agreement to the contrary, the Committee may, in its sole discretion, declare at any time that the Option shall be immediately exercisable.
Discretionary Termination The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.
Discretionary Leave 1. Full-time employees, including those on extended contract, will be entitled to three (3) days of discretionary leave per school year. Employees on a contract of at least 50% but less than 100% will be awarded discretionary leave on a pro-rated basis. Short-term (less than 50% or less than 90 days) contracted employees are not eligible for discretionary leave. (Revised 1995, 1999, 2004) 2. Discretionary leave may be utilized for circumstances that are significant to the employee. (Revised 1995) 3. Except for emergencies, the employee will provide five (5) days prior written notice to his/her immediate supervisor. In emergency situations, the employee will, within two (2) days upon his/her return from such leave, submit the discretionary leave form. 4. Not more than 10% of the employees in any building may be absent on the same day for discretionary leave reasons. If more than 10% submit discretionary leave forms for the same day, leave will be granted based on the order in which forms are received in the principal's office. This limitation will not apply to emergency matters. 5. Discretionary leave is cumulative to five (5) days. (Revised 1995) 6. Discretionary leave accrued in excess of five (5) days will be added to accrued sick leave. (Revised 1995, 1999) 7. No more than five (5) days of discretionary leave may be used in any school year. 8. Discretionary leave not used at the time of termination of employment will be added to accrued sick leave for compensation under the Sick Leave Reimbursement Plan. (Revised 1995) 9. In the event of an emergency, the employee having used all accrued discretionary leave, may request up to two (2) additional days of leave with stated reasons and be docked the cost of the substitute. Such request is subject to Superintendent approval. 10. Discretionary leave will be used for approved sick leave purposes once the accrued and projected sick leave has been exhausted. Employees may not access the Sick Leave Bank or Sick Leave Donation until accrued and projected sick leave days and discretionary days have been used. See Sick Leave. (Adopted 1984; Revised 1988, 1995, 1999)
Discretionary Applications The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms and on conditions it deems appropriate. Securities may be released from escrow provided that the Escrow Agent receives written notice from the Exchange.
Discretionary Accounts In the case of a Registered Offering of Securities issued by an Issuer that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(d) or 15(d) of the 1934 Act, you will not make sales to any account over which you exercise discretionary authority in connection with such sale, except as otherwise permitted by the applicable AAU for such Offering.
Administrator Termination Events; Termination of the Administrator (a) Subject to clause (d) below, the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (b) Subject to Section 3.15 of the Indenture, the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Termination Event”) shall also entitle the Issuer, subject to Section 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to duly observe or perform in any respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing a majority of the Note Balance of the Outstanding Notes, voting together as a single class; or (ii) the Administrator suffers a Bankruptcy Event; provided, however, that if any delay or failure of performance referred to under clause (c)(i) above shall have been caused by force majeure or other similar occurrence, the 90 day grace period referred to in such clause (c)(i) shall be extended for an additional 60 calendar days. (d) If an Administrator Termination Event shall have occurred, the Issuer may, subject to Section 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however that such termination shall not become effective until such time as the Issuer, subject to Section 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuer, subject to Section 21 hereof, pursuant to a management agreement between the Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuer, subject to Section 21 hereof, may waive in writing any Administrator Termination Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Termination Event, such Administrator Termination Event shall cease to exist, and any Administrator Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Termination Event or impair any right consequent thereon.
Discretionary Bonus The Executive shall be entitled to participate in an equitable manner with all other senior management employees of the Bank in discretionary bonuses that may be authorized and declared by the Board of Directors to its senior management executives from time to time. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive's right to participate in such discretionary bonuses when and as declared by the Board.
Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.
Annual Discretionary Bonus Effective as of the Effective Date, the Executive will be eligible to earn an annual performance bonus of up to 40% of the Executive’s Base Salary (the “Target Bonus”), based upon the Board’s assessment of the Executive’s performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion. To the extent the Executive’s Base Salary and/or target bonus percentage of Base Salary is changed during the year to which the performance bonus relates, the Target Bonus shall be calculated based on base salary actually paid during such year (and not solely on the Executive’s Base Salary at the end of such year) and shall apply the initial target bonus percentage of Base Salary and the revised target bonus percentage of Base Salary based on the portion of the year during which each was in effect. The Board may determine to provide the bonus in the form of cash, equity award(s), or a combination of cash and equity. Following the close of each calendar year, the Board will determine whether the Executive has earned a performance bonus, and the amount of any performance bonus, based on the set criteria. No amount of the annual bonus is guaranteed, and the Executive must be an employee in good standing on the date of payment in order to be eligible for any annual bonus, except as specifically set forth below. The annual performance bonus, if earned, will be paid by no later than March 15 of the calendar year after the year to which it relates. The Executive’s bonus eligibility will be reviewed on an annual or more frequent basis by the Board and is subject to change in the discretion of the Board.

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