Effective Date Adjustments Sample Clauses

Effective Date Adjustments. If as a result of the amendment to the amount of the Commitments under the Existing Agreement contemplated hereby and the addition of new Lenders hereunder, any outstanding Revolving Loans are not be held pro rata in accordance with the new Commitments as of the Effective Date, then on the Effective Date, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 4.03 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders who shall receive such advances.

Effective Date Adjustments. It is the intention of the parties to this Agreement that (i) the Consideration represents the purchase price for the Assets and the Subject Interests as of the Effective Date on a working capital-free and debt-free basis and (ii) the economic benefits and burdens of the Assets and Subject Interests shall be transferred to EQM as of the Effective Date. Following the Closing, (a) in the event EQM or its subsidiaries (i) pay any amounts in respect of costs incurred prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in Retained Liabilities), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amount of such payments, or (ii) collect any amounts in respect of revenues generated prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Excluded Assets), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amounts of such receipts, and (b) in the event EQT Gathering or EQT Gathering Holdings (i) pay any amounts in respect of costs incurred after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in the Assumed Liabilities), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amount of such payments, or (ii) collect any amounts in respect of revenues generated after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Assets), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amounts of such receipts. Notwithstanding the foregoing, Tax matters, including the payment of Taxes, allocation of Taxes and indemnification for Taxes shall be governed by Section 5.3.

Effective Date Adjustments. 5.1. On the Effective Date, the Borrower shall (A) prepay the Existing Loans (if any) in full, excluding (i) all accrued but unpaid Facility Fees and Unused Fees relating to such Existing Loans as of such date, and (ii) all accrued but unpaid Interest relating to such Existing Loans as of such date and (B) simultaneously borrow new Loans under the Agreement, as amended hereby, in an amount equal to such prepayment; provided, that, for administrative convenience, the prepayment and borrowing pursuant to subclauses (A) and (B) shall be effected on the Effective Date in accordance with the funds flow memorandum attached hereto as Schedule II, and immediately after giving effect thereto, the Loans shall be held ratably by the Unaffiliated Committed Lenders and the Conduit Groups, collectively, in accordance with their respective Percentages (as set forth on Schedule A of the Agreement, as amended hereby); provided, further, that no Borrowing Notice shall be required for the amounts in the funds flow memorandum. Each of the Continuing Lenders and the Joining Lender hereby consents to the non-pro rata payment described in this Section 5.1. 5.2. On the Effective Date, the Borrower shall prepay to the Departing Lenders their respective pro rata portions of the Existing Loans, excluding (i) all accrued but unpaid Facility Fees and Unused Fees relating to such Existing Loans as of such date, and (ii) all accrued but unpaid Interest relating to such Existing Loans as of such date; provided, that, for administrative convenience, such prepayment shall be effected on the Effective Date in accordance with the funds flow memorandum attached hereto as Schedule II. Each of the Continuing Lenders, the Joining Lender and the Departing Lenders hereby consents to the non-pro rata payment described in this Section 5.

Effective Date Adjustments. On the Effective Date, the aggregate amount of the revolving commitments under the Prior Credit Agreement is not changing but Lenders' participations in the Revolving Commitments may differ due from their pro rata percentages established under the Prior Credit Agreement. As a result, the Lenders’ participations in the aggregate amount available to be drawn under letters of credit issued under the Prior Credit Agreement which are deemed to be Existing Letters of Credit hereunder, may not be held pro rata by the Revolving Lenders in accordance with their Applicable Percentages determined hereunder. To remedy the foregoing, on the Effective Date, upon fulfillment of the conditions in Section 4.01, the Revolving Lenders shall be deemed to have purchased and sold participations in the aggregate amount available to be drawn under the Existing Letters of Credit among themselves so that after giving effect thereto the Revolving Lenders participations in the aggregate amount available to be drawn under such Existing Letters of Credit will be held by the Revolving Lenders, pro rata in accordance with their respective Applicable Percentages hereunder.

Effective Date Adjustments. If, in connection with the Effective Date, there is any increase, reduction or change in the Commitments, on the Effective Date the Borrower will borrow from each of the Lenders, and the Lenders will make Loans to the Borrower (in the case of Term Benchmark Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s) under the Existing Credit Agreement), and (notwithstanding the provisions in this Agreement requiring that borrowings and prepayments be made ratably in accordance with the principal amounts of the Loans held by the Lenders) taking into consideration outstanding Credit Exposure as of the Effective Date, the Borrower shall prepay the Loans held by the Lenders in such amounts as may be necessary, without regard to any Borrowing minimums or multiples set forth in clause (c) above (provided that no break funding payments shall be payable under Section 2.14 pursuant to this clause (e)), so that after giving effect to such Loans and prepayments, the Loans (and Interest Period(s) of Term Benchmark Loan(s)) shall be held by the Lenders pro rata in accordance with the respective amounts of their Commitments. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their Commitments as so modified.

Effective Date Adjustments. Evidence that each “Lender” under the Existing Credit Agreement shall have, as of the Effective Date, received payment in full of all accrued and unpaid interest, facility fees and letter of credit participation fees owing to such Lender under the Existing Credit Facility and the Borrowings and other adjustments to the Loans described in Section 2.02(e) shall have occurred.

Effective Date Adjustments. On the effective date of this Amendment, the Agent and the Lenders shall take such actions as are necessary to ensure that the aggregate principal balance of each Lender’s Note is equal to that Lender’s Percentage (determined after giving effect to this Amendment) of the aggregate Commitment Amounts. To the extent that a Lender’s Percentage of the aggregate Commitment Amounts exceeds the principal balance of that Lender’s Note (such Lender being herein referred to as an “Increasing Lender”), such Lender shall pay to the Agent an amount equal to such excess. The Agent shall (to the extent of such payments actually received from the Increasing Lenders) pay such amounts to those Lenders (each, a “Reducing Lender”) the principal balance of whose Notes exceeds their Percentage of the aggregate Commitment Amounts. Such payments shall be distributed among the Reducing Lenders ratably in accordance with such excess of each Reducing Lender. Each Reducing Lender shall thereupon be deemed to have assigned to the Increasing Lenders the amount of such excess, effective as of the date of such payment. The adjustments made under this paragraph 4 shall be deemed a prepayment by the Borrower for purposes of Section 2.16(b) of the Credit Agreement, and the Borrower shall compensate any Lender sustaining a loss by reason of such prepayment in accordance therewith.

Effective Date Adjustments. Without limiting the generality -------------------------- of this Section 3.01(a), Section 3.04 and Section 5.06, on the Effective Date, the Lessor will incur the New Term Loan and all Supplemental Term Loans (as defined in the Original Participation Agreement) will be repaid by the application of certain of the proceeds of such New Term Loan. Accordingly, Lessor and Lessee expressly acknowledge and agree (A) that the amount of Basic Rent (Principal) and the Stipulated Loss Value set forth for each Rent Payment Date on Schedule I and Schedule IV respectively reflect the adjustment of Senior Debt as a result of the repayment of the Supplemental Term Loans and the incurrence by Lessor of the New Term Loan on the Effective Date and (B) that all payments of Basic Rent (Interest), Basic Rent (Principal) and Stipulated Loss Value under this Lease shall reflect the incurrence of the New Term Loan by the Lessor and the related adjustment of Senior Debt.

Effective Date Adjustments. The Parties acknowledge and agree that in respect of the period prior to the Completion Date the following adjustments will be required to ensure that: (a) Magellan assumes the Magellan Assumed Liabilities and Magellan obtains the benefit of the Xxxxxx Sale Interests on and from the Effective Date; and (b) Xxxxxx QNT assumes the Xxxxxx Assumed Liabilities and Xxxxxx QNT obtains the benefit of the Magellan Sale Interests on and from the Effective Date, even though title to the Xxxxxx Sale Interests and Magellan Sale Interests will not pass until Completion.

Effective Date Adjustments. Subject to compliance with the terms and conditions hereof, the sale, transfer, conveyance, assignment and delivery of the Purchased Assets shall be deemed to take place as at the Effective Date. During the period from and after the Effective Date through to the Time of Closing (the "Interim Period"), the Purchased Business shall be owned, managed and operated by the Vendor for the exclusive account of the Purchaser. In particular, and without otherwise limiting the foregoing, on the Adjustment Date: (i) the Vendor shall pay to the Purchaser an amount, as verified by PricewaterhouseCoopers, Toronto, equal to: (A) the cash balance (including outstanding cheques, which shall be deemed to have been cashed) on the books of account of the Purchased Business as of the Closing Date representing cash transactions during the Interim Period; and (B) interest, calculated at the Prime Rate, on the average daily cash balance on the books of account of the Purchased Business during the Interim Period, provided such balance is positive, and (ii) the Purchaser shall pay to the Vendor an amount, as verified by PricewaterhouseCoopers, Toronto, equal to: (A) any negative cash balance on the books of account of the Purchased Business as of the Closing Date representing cash transactions during the Interim Period, provided such balance is negative; and (B) interest, calculated at the Prime Rate, on the average daily negative cash balance on the books of account of the Purchased Business during the Interim Period, provided such balance is negative.