Drop Down Sample Clauses

Drop Down. If any Drop-Down Condition is satisfied, then, as soon as reasonably practicable (and, in any event, not before the receipt of all consents and approvals that, if not obtained in connection with the Drop-Down, would have an adverse effect upon the assets, properties and rights being transferred pursuant to the Drop-Down) following the Effective Time, the Company will effect the Drop-Down pursuant to an assignment and assumption agreement between the Company and Newco Sub B and such instruments of conveyance, assignment and transfer as shall be necessary to effect the Drop-Down.
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Drop Down. (a) On the Drop Down Date for each Borrower the relevant Facility A Tranche shall be prepaid with an amount of USD 7,500,000 and the relevant Facility B Tranche shall be prepaid in full. In order to accomplish this, the Drop Down Proceeds and the additional equity paid to a Borrower in connection with the Drop Down shall be applied in accordance with paragraph (a) of Clause 9.7 (Application of proceeds and reduction of Commitments). (b) If the Drop Down Date(s) do not occur within one (1) year from the Date of this Agreement, the amount of USD 7,500,000 which should have been prepaid in accordance with paragraph (a) under each Facility A Tranche, shall be spread over the remaining instalments payable in respect of each Facility A Tranche and the repayment schedule set out in Schedule 6 (Facility A Repayments) shall be updated accordingly.
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Drop Down. No Governmental Entity shall have taken any action that would prohibit the consummation of the Drop-Down.
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Drop Down. (a) KNOT shall have the option to sell its shares in the Borrower to XXXX or a wholly owned Subsidiary of XXXX, subject to the terms and conditions set out in this Clause 28.2 (Drop Down). (b) A Drop Down may only take place once the Agent (on behalf of the Lenders) in its sole discretion is satisfied that: (i) no Default is continuing or would result from the proposed Drop Down; (ii) no Material Adverse Effect would result from the proposed Drop Down; (iii) the Repeating Representations to be made by each Obligor (including the Replacement Guarantors) are true in all material respects; (iv) the Borrower have delivered to the Agent a duly completed and executed Accession Letter; and (v) the Agent has received all of the documents and other evidence listed in Part V (Conditions precedent to Drop Down) of Schedule 2 (Conditions precedent and subsequent) in form and substance satisfactory to it. (c) On a Drop Down Date: (i) the Replacement Guarantors shall accede to this Agreement as Guarantors and become liable for the obligations of the Borrower; (ii) KNOT shall be released from its obligations under each Finance Document and each Hedging Agreement as a Guarantor for the obligations of the Borrower, and following the Drop Down Date, KNOT shall cease to be a Party to this Agreement; (iii) all references to the terms “Guarantors”, “Guarantor”, “Obligors” or “Obligor” shall include the Replacement Guarantors;
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Drop Down. Xxxxxxxx shall cause the Drop-Down to occur immediately after the Effective Time of the Merger.
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Drop Down. The parties acknowledge that, after the Xxxxx, Parent will drop its stock ownership of the Company down to its subsidiary, Cintas Executive Services, Inc., pursuant to Code Section 368(a)(2)(C). 2. The persons to be identified as affiliates pursuant to Section 8.14 are: All directors plus Messrs. Xxxxxxxx, Shoreman and Xxxxxx and the Xxxxxx X. Xxxx Group, Inc. 3. Exhibit 8.14 is amended to read in the form of the attached Amended Exhibit 8.14.
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Drop Down. The Borrower shall make a mandatory prepayment representing 20% of the original amount of the Loan on the Utilisation Date upon the Drop Down Date (the “Drop Down Mandatory Prepayment’’), to be applied upfront on the then outstanding amount of the Loan without impacting the balloon of the Loan. In the absence of Drop Down within two (2) years from the Delivery Date, the repayment profile will be adjusted accordingly so that prepayments in the same amount as the Drop Down Mandatory Prepayment will be fully effected by the seventh anniversary of the Delivery Date as per the repayment schedule detailed in Schedule 8 (Repayment schedule).
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Related to Drop Down

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • ACADEMY OPENING DATE The Academy shall open as a school on 1 April 2011 replacing Xxxxxxx School which shall cease to be maintained by the Local Authority on that date, which date shall be the conversion date within the meaning of the Academies Xxx 0000.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • STRS PICK-UP The Board agrees, as a condition of employment, to tax shelter employee contributions to the State Teacher's Retirement System (STRS) in accordance with State Retirement System and Federal Internal Revenue Service guidelines and restrictions. This section in no way implies that the Board will contribute any portion of the employee's share of retirement contributions. For purposes of this paragraph, total annual salary and salary per pay period of each bargaining unit member shall be the salary otherwise payable under this Agreement, as amended. The total annual salary and salary per pay period of each member shall be payable by the Board in two parts: (1) deferred salary and (2) cash salary. A member's deferred salary shall be equal to that percentage of said member's total annual salary or salary per pay period which is required from time to time by the State Teachers Retirement System (STRS) to be paid as an employee contribution by said member as a pickup of the STRS employee contribution otherwise payable by said member. A member's cash salary shall be equal to said member's total annual salary or salary per period less the amount of the pickup for said member and shall be payable, subject to applicable payroll deductions, to said member. The Board's total combined expenditures for members' total annual salaries otherwise payable under this Agreement, as amended, (including pickup amounts) and its employer contributions to STRS shall not be greater than the amounts it would have paid for those items had this provision not been in effect. The Board shall compute and remit its employer contributions to STRS based upon total annual salary, including the "pickup". The Board shall report for Federal and Ohio income tax purposes as a member's gross income said member's total annual salary less the amount of the "pickup". The Board shall report for municipal income tax purposes as a member's gross income said member's total annual salary, including the amount of the pickup. The pickup shall be included in the member's total annual salary for the purpose of computing daily rate of pay, for determining paid salary adjustments to be made due to absence, or for any other similar purpose. The pickup shall apply to all payroll payments made after the effective date of this provision. Should the Board's payment of deferred salary cause an individual bargaining unit member's annuity contributions to exceed the IRS permissible level, any such individual shall have the right to adjust annuity deductions within thirty (30) days of the effective date of this provision.

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • Organization; Special Purpose Borrower has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and to transact the business in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, business and operations. Borrower is a Special Purpose Bankruptcy Remote Entity.

  • Individual Special Circumstance Arrangements Notwithstanding Article 2.02, the Home and the Union may agree in certain circumstances, to adjust the schedule of an individual full-time employee who normally works seventy five (75) hours bi-weekly, to enable an average bi-weekly work assignment of sixty (60) to seventy five (75) hours. (a) Such an arrangement shall be established by mutual agreement of the Home and the Union and the employee affected. The parties agree that the arrangement applies to an individual, not to a position. The parties will agree to the scheduling provisions that will apply to the employee including that no additional shifts will be scheduled for employees working Individual Special Circumstances Arrangements. (b) The parties shall determine the introduction of a special circumstance arrangement. Issues related to vacation, paid holidays and benefit coverage will be determined by the Home and the Union. The employee will retain full-time status, including but not limited to seniority and service. (c) Any party may discontinue the special circumstance arrangement with notice as determined within the agreement. In the event that the employee affected resigns, transfers, is laid off or terminated, the arrangement will be deemed to be discontinued immediately, unless the parties mutually agree otherwise. (d) It is understood and agreed that these arrangements are based on individual circumstances and each agreement is made on a without prejudice or precedent basis.

  • Management Plan The Management Plan is the description and definition of the phasing, sequencing and timing of the major Individual Project activities for design, construction procurement, construction and occupancy as described in the IPPA.

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member. (b) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another Group Member). (c) No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty, expressed or implied, of the General Partner or its Affiliates to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (i) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General Partner’s Percentage Interest of the total amount distributed to all partners or (ii) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.

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