Existing Financing Arrangements Sample Clauses

Existing Financing Arrangements. The Applicants propose to retain such financing arrangements as were in place prior to the Merger and which are not otherwise exempted from the provisions of the Act.
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Existing Financing Arrangements. Ameren and the Utility Subsidiaries have requested authority to retain such financing arrangements as were in place prior to the Merger and which are not otherwise exempted from the provisions of the Act.
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Existing Financing Arrangements. Notwithstanding anything herein to the contrary, (a) the restrictions on Transfer set forth in Section 1.3 hereof shall not prohibit or apply to Transfers of Shares (i) pursuant to a pledge to one or more lenders under the Financing Agreements (as defined below), or a collateral agent on behalf thereof (it being understood that any such pledged Shares shall remain subject to the agreements set forth in Section 1.1 and Section 1.3 hereof prior to any Exercise of Remedies with respect thereto), or (ii) pursuant to a foreclosure or exercise of remedies (or transfer in lieu of foreclosure) by any such lender or collateral agent (an “Exercise of Remedies”), and no transferee in connection with such an Exercise of Remedies shall be required to be bound by the applicable terms hereof, and (b) for the avoidance of doubt, the agreements set forth in Section 1.1 hereof shall not apply following an Exercise of Remedies with respect to any Shares sold or Transferred by the lender or collateral agent in connection therewith; provided, that, for the avoidance of doubt, any such Exercise of Remedies shall be subject to the Foreclosure Limitations (as defined in the SPA); provided, further, that, notwithstanding the foregoing or anything in this Agreement to the contrary, no Transfer of any shares of Company Convertible Preferred Stock contemplated by this Section 1.6 (or otherwise) and no Exercise of Remedies with respect to such shares shall in any way limit or prejudice the binding and irrevocable commitment on the part of the holder of such shares and the Company to have such shares converted into Company Common Stock in accordance with Section 3.1 and Exhibit A by no later than the Conversion Deadline. Each of the Stockholders that is a party to the Financing Agreements hereby agrees to not amend or modify, or grant any waiver of any rights or remedies under, the Financing Agreements, except to the extent that any such amendment, modification or waiver would not, either alone or in combination, result in a foreclosure or other Exercise of Remedies, a requirement to pledge additional Shares, or an adverse effect upon the ability of a Stockholder to perform its obligations and consummate the transactions as otherwise contemplated by this Agreement. As used herein, “Financing Agreements” means those certain margin loan agreements entered into by the Stockholders and disclosed or described to Parent prior to the date of this Agreement, as amended, restated, supplemented ...
Sample 1
Existing Financing Arrangements. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to secure and deliver to the Parent a customary payoff letter, together with Lien terminations and other necessary instruments of discharge, which provides for the repayment, discharge and termination in full of all Indebtedness and Liens under the Credit Agreement, which in each case shall be effective as of the Effective Time. (b) Prior to the Effective Time, the Company shall use its reasonable best efforts to take all necessary actions in accordance with the terms of the 2010 Notes Indenture, including the giving of any notices that may be required by the 2010 Notes Indenture as a result of the transactions contemplated by this Agreement and delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to be given prior to the Effective Time in connection with the consummation of the Merger; provided, that the Company shall give the Parent a reasonable advance opportunity to review and comment on all such notices and other materials. The Company shall take all reasonably necessary actions permitted to be taken prior to the Effective Time and that are within its control such that, in accordance with Section 10.10(b) of the 2010 Notes Indenture, each outstanding 2010 Note shall no longer be convertible into shares of Common Stock as of the Effective Time and shall instead be convertible thereafter solely into the right to receive certain cash payments as set forth in Section 2.5 of this Agreement. Except as may be required in connection with the foregoing, between the date hereof and the earlier of the Effective Time and the Termination Date, neither the Company nor any of its Subsidiaries shall, without the prior written consent of the Parent, amend, modify or waive any provisions of the 2010 Notes or the 2010 Notes Indenture or otherwise take any action which would have the effect, whether alone or in combination with any other action, of changing the conversion rate of the 2010 Notes (other than any change in the conversion rate as determined pursuant to Section 10.01(e) and Schedule A of the 2010 Notes Indenture which results from the consummation of the transactions contemplated by this Agreement). (c) Between the date hereof and the earlier of the Effective Time and the Termination Date, neither the Company nor any of its Subsidiaries shall, without the prior written consent of the Parent, amend, modify, te...
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Existing Financing Arrangements. The Lender shall have received from each lender and/or payee with respect to the Existing Financing Arrangements set forth on Schedule 3.1(e) hereto, a "payoff" letter and lien release and termination documentation in form and substance satisfactory to the Lender, duly executed by such lender or payee.
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Existing Financing Arrangements. (a) Between the date of this deed and the Implementation Date, OZL must, if reasonably requested in writing by BHP, in good faith consider, and where reasonable to do so, provide BHP with assistance in connection with any repayment or early pre-payment of the OZL Gs financial indebtedness or to otherwise address the financing requirements for the OZL Group's business. Any requests in respect of these matters must be made to: (i) s representatives on the Transition Committee; or (ii) if BHP does not, acting reasonably and in good faith, consider that the Transition Committee can addres in writing, and may only be made after the Scheme Booklet has been despatched to OZL Shareholders. (b) BHP must promptly reimburse OZL for all reasonable costs incurred by OZL in connection with any assistance provided under clause 6.12(a) (including reasonable adviso es and expenses). (c) BHP indemnifies OZL and each OZL Indemnified Party in respect of any claim, action, damage, loss, cost, charge, expense, outgoing or payment which OZL or the OZL Indemnified Party (as relevant) suffers, incurs or is liable for in respect of any assistance provided under 6.12(a). The indemnity in this clause 6.12(c) survives the termination or expiry of this deed. (d) Subject to the Scheme becoming Effective, to the extent required by: (i) a lender or lenders to repay the OZL Gro financial indebtedness to such lenders to the extent that it was incurred to fund the payment of a Permitted Dividend in accordance with clause 6.2(c)(ix)(A); and/or (ii) a lender or lenders to repay any additional financial indebtedness incurred by the OZL Group to the extent it was incurred pursuant to clause 6.2(c)(ix)(B), BHP undertakes to take such necessary actions so as to allow OZL to repay that OZL Group financial indebtedness to such lenders to the extent that it was incurred in accordance with clause 6.2(c)(ix) no earlier than 30 days after the Implementation Date. To the extent OZL reasonably requests, BHP must also give the foregoing undertaking direct to the relevant lender or lenders to OZL.
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Related to Existing Financing Arrangements

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

  • Banking Arrangements The banking business of the Corporation shall be transacted with such banks, trust companies or other person or persons as the board may determine from time to time and all such banking business shall be transacted on behalf of the Corporation by such person or persons and to such extent as the board may determine from time to time.

  • Leasing Arrangements From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

  • Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.

  • Monitoring Arrangements 8.1 We will formally monitor the progress of the access agreement at least once a year and report annually to the SCITT Management Group. Initial monitoring will be concerned with participation rates and the development of data on lower income and other under-represented groups. When specific data is accrued, we will look to monitor against this. 8.2 Our annual report to the SCITT Management Group will form the basis of our monitoring report to OFFA.

  • Bank Financing The Buyer’s ability to purchase the Property is contingent upon the Buyer’s ability to obtain financing under the following conditions: (check one) ☐ - Conventional Loan ☐ - FHA Loan (Attach Required Addendums) ☐ - VA Loan (Attach Required Addendums) ☐ - Other:

  • Refinancing Facilities (a) On one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.

  • Other Indebtedness and Agreements (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).

  • Hedging Arrangements (a) With respect to any Receivables acquired by Seller which are denominated in a currency other than Dollars, Seller shall procure and maintain in full force and effect at all times Eligible Hedging Arrangements in an aggregate notional amount not less than the Aggregate Capital at such time. (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.

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