DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 other Applicable Law, other than proceeds and receivables thereof, the assignment of which is deemed effective under the UCC or other Applicable Law, notwithstanding such prohibition, (x) any assets or rights subject to a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiii) any intent-to-use Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from the Collateral and Guarantee Requirement pursuant to this sub-clause (xiv), together with the aggregate net book value of all assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause (ii) of this clause (A), shall not exceed $5,000,000 in the aggregate at any time outstanding, and (xv) other assets not specifically included in the Collateral in circumstances where the cost of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Agent in consultation with the Parent.
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 137289020_3
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 of Credit issued by such Issuing Bank in the aggregate shall not exceed such Issuing Bank’s, LC Issuance Sublimit following the issuance of such Letter of Credit without the consent of such Issuing Bank in its sole discretion. LC Documents - all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Administrative Borrower, Loan Parties or any other Person to any Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit. LC Issuance Sublimit - for any Issuing Bank, its obligation to issue Letters of Credit up to the maximum aggregate stated amount on Schedule 1.1(b), or as specified hereafter in the most recent Assignment and Acceptance to which it is a party. The LC Issuance Sublimit of any Issuing Bank may be increased from time to time with the consent of such Issuing Bank and the approval of Agent. LC Obligations - the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the aggregate undrawn amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing by Borrowers with respect to Letters of Credit. LC Request - a request for issuance of a Letter of Credit, to be provided by Administrative Xxxxxxxx, on behalf of a Borrower, to Issuing Bank, in customary form which shall be in form and substance reasonably satisfactory to Agent and Issuing Bank. Leasehold Property - any leasehold interest of any Loan Party as lessee under any lease of Real Property. Xxxxxx Xxxxxxxxxxx - Lenders and their officers, directors, employees, Controlled Affiliates, agents and attorneys. Lenders - as defined in the preamble to this Agreement, including Agent and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance or otherwise. Letter of Credit - any standby or documentary letter of credit, including all Existing Letters of Credit, issued by any Issuing Bank for the account of any Loan Party. Letter of Credit Subline - at any time of determination, the lesser of (x) $450,000,000 and (y) the aggregate Commitments at such time. License - any Patent License, Trademark License, Copyright License, Commercial Software License or other license or sublicense agreement granting rights under Intellectual Property to which any Loan Party is a party, including those listed on Schedule 1.1(f...
DOCPROPERTY DOCXDOCID. DMS=iManageWork10 Format=<<NUM>>v<<VER>> PRESERVELOCATION \*
DOCPROPERTY DOCXDOCID. DMS=IManage Format=<<NUM>>v<<VER>> 24958738v3
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v.<<VER>> PRESERVELOCATION \* MERGEFORMAT 306626531v.2 order to exercise its extension option, Tenant shall be required to give written notice to Landlord of its intention to extend at least one hundred twenty (120) days prior to the expiration of the New Term. Tenant’s failure to deliver timely written notice as required above shall cause the extension option to lapse and be of no further force and effect. The parties acknowledge and agree that this option to extend shall supersede the option to renew the Lease term provided in Section 2(a) of the Lease.
DOCPROPERTY DOCXDOCID. DMS=iManageWork10 Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 13569129v4 Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 136712824_7 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 30 1.03 Accounting Terms 30 1.04 [Reserved] 31
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 120160767_7 TABLE OF CONTENTS Page Section 1 DEFINED TERMS 2 1.1 Definitions 2 Section 2 PERFORMANCE OBLIGATIONS 3 2.1 Contribution Agreements 3 2.2 Management Agreement 3 2.3 Holdco's Liability 3 2.4 Commingling of Assets. 3 Section 3 REPRESENTATIONS AND WARRANTIES 4 3.1 Organization and Good Standing 4 3.2 Due Qualification 4 3.3 Due Authorization; Conflicts 4 3.4 Enforceability 4 Section 4 LIMITATION ON INDEBTEDNESS 5 4.1 Limitation on Indebtedness 5 Section 5 MISCELLANEOUS 5 5.1 Nonpetition Covenant 5 5.2 Amendments; Waivers 6 5.3 Notices, Etc. 6 5.4 Entire Agreement 6 5.5 Governing Law 7 5.6 Successors 7 5.7 Third-Party Beneficiary 7 5.8 Severability 7 5.9 Counterpart Originals 7 5.10 Table of Contents, Headings, etc 8 5.11 Waiver of Jury Trial 8 5.12 Submission to Jurisdiction; Waivers 8 5.13 Termination 9 PARENT COMPANY SUPPORT AGREEMENT PARENT COMPANY SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 6, 2022, made by EUROPEAN WAX CENTER, INC., a Delaware corporation (“Holdco”), in favor of CITIBANK, N.A., a national banking association (“Citibank”), as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties.
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 137289020_3 Catalent shall cooperate with Sarepta and/or its Affiliates by providing information and consultation reasonably necessary for Sarepta and/or its Affiliates to determine whether any such gap exists and to identify efficient approaches to resolving any such gaps. With respect to the Lead DMD Product, prior to submitting to a Regulatory Authority for the first time Regulatory Materials that identify Catalent as the site of manufacture of the Lead DMD Product, Sarepta will obtain the prior written consent of Catalent to such identification. In addition, prior to submitting to a Regulatory Authority any changes to the manufacturing portion of any Regulatory Materials that relate to Catalent, Sarepta will obtain the prior written consent of Catalent to such change. In each case, such consent shall not be unreasonably withheld and shall be memorialized in a writing signed by authorized representatives of both Parties or in the minutes of a meeting of the JSC.
