ESG Amendment Sample Clauses

ESG Amendment. After the Effective Date, the Borrower, in consultation with the Sustainability Structuring Agents, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Sustainability Structuring Agents. The Sustainability Structuring Agents, the Borrower and the Requisite Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Applicable Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in an increase (if specified KPIs or ESG ratings targets are not achieved) or decrease (if specified KPIs or ESG ratings targets are achieved) of more than 4.00 basis points in the Applicable Margin. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), including the identification of a sustainability assurance provider and is to be agreed between the Borrower and the Sustainability Structuring Agents (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Administrative Agent, the Borrower and the Requisite Lenders.
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ESG Amendment. 64 2.18 Sustainability Coordinator ................................................................................... 64 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY .................................... 64 3.01 Taxes. ................................................................................................................... 64 3.02 Illegality ............................................................................................................... 68 3.03
Sample 1
ESG Amendment. (a) After the Closing Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Company, the Required Lenders and the Administrative Agent may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Applicable Rate for the Commitment Fee, Applicable Rate for Base Rate Loans, and Applicable Rate for Term SOFR Loans and Letter of
Sample 1
ESG Amendment. The provisions of this Section shall supersede any provisions in Section 12.1 to the contrary.”
Sample 1
ESG Amendment. After the Closing Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Company and the Administrative Agent may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders deliver to the Administrative Agent (who shall promptly notify the Company) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Company and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the 75 158477613_2174043865_5
Sample 1
ESG Amendment. After the Closing Date:
Sample 1
ESG Amendment. After the Effective Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its subsidiaries. The Sustainability Coordinator, the Company and the Administrative Agent may enter into an amendment to this Agreement for purposes of incorporating the KPI’s and related provisions (the “ESG Pricing Provisions”) into this Agreement, with the consent of the Required Banks (the “ESG Amendment”). Upon effectiveness of such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments to the Facility Fee Rate, the Term SOFR Margin and the Base Rate Margin will be made in an amount not exceeding (i) a 0.040% increase and/or decrease in the otherwise applicable Term SOFR Margin or Base Rate Margin and (ii) a 0.010% increase and/or decrease in the otherwise applicable Facility Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 and updated in July 2021 and March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time) and is to be agreed between the Company and the Sustainability Coordinator. Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Company and the Required Banks if such modification does not have the effect of reducing the Facility Fee Rate, Term SOFR Margin or the Base Rate Margin to a level not otherwise permitted by this paragraph.
Sample 1
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ESG Amendment. (a) After the Restatement Effective Date, the Company, at its election and in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries, which shall be devised with assistance from the Sustainability Assurance Provider. The KPIs and other related provisions (the “ESG Pricing Provisions”) will be provided to the Lenders for review in the form of an amendment to this Agreement, solely for the purpose of incorporating such ESG Pricing Provisions, which amendment will be executed by the Company and the Required Lenders (such amendment, the “ESG Amendment”). Subject to and upon the consent in writing of the Required Lenders to the proposed ESG Amendment, the ESG Amendment will become effective without any further action or consent required by any other party. If any such ESG Amendment does not obtain requisite consent of the Required Lenders, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders and the Company.
Sample 1
ESG Amendment. Notwithstanding anything to the contrary in this Section 13.6., after the Effective Date, the Borrower, in consultation with the Sustainability Structuring Agents, shall be entitled to (a) identify specified Environmental, Social and Governance (“ESG”) related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG strategy and disclosure of the Borrower and its Subsidiaries and/or (b) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrower and the Sustainability Structuring Agents. The Sustainability Structuring Agents, the Borrower and the Requisite Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating KPIs and/or ESG Ratings, associated SPTs and other related provisions (the “ESG Pricing Provisions”) into this
Sample 1

Related to ESG Amendment

  • Waiver; Amendment Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

  • Modification, Amendment and Waiver The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Section 5.12 shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Fund to engage, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Fund.

  • Modification; Amendment This Agreement may only be modified or amended through a writing signed by the Parties and, thus, no oral modification or amendment hereof shall be permitted. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPAA rules and any other applicable law.

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