Facility Adjustments Sample Clauses

Facility Adjustments. 5.1. Notwithstanding anything to the contrary in the Existing Credit Agreement or the amended Credit Agreement, each party hereto agrees (i) that on the Amendment Effective Date the Commitments shall be as set forth on Schedule 2.01 attached as Annex B hereto and as described in the amended Credit Agreement attached as Annex A hereto, (ii) that the requisite assignments, payments and prepayments shall be deemed to be made in such amounts among the Lenders (including the New Lender and the Departing Lender) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions under the Credit Agreement and (iii) to any adjustments made to the Register to effectuate such reallocations, assignments, payments and prepayments. In connection therewith, any reallocation among the applicable Lenders (including the New Lender and the Departing Lender) resulting from the adjustments of the Loans and Commitments shall all occur on the Amendment Effective Date in connection with this Amendment (the “Facility Adjustment”). Notwithstanding anything to the contrary in Section 11.06 of the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments, payments and prepayments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Amendment Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (including in the form of non-pro rata funding by the New Lender and any Lender that has increased its Commitment and/or Loans as of the Amendment Effective Date, including, without limitation, an aggregate amount equal to the outstanding Loans of the Departing Lender), and the Administrative Agent may make such adjustments between and among the applicable Lenders and the Borrower as are reasonably necessary to effectuate the Facility Adjustment, in each case as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and Loans, so that the outstanding Loans, Commitments and Applicable Percentages are as set forth on the revised Schedule 2.01 attached as Annex B hereto as of the Amendment Effective Dat...
Sample 1See All (10)
AutoNDA by SimpleDocs
Facility Adjustments. 2.4.1 Subject to the terms and conditions of this Agreement, the Maximum Facility Amount available to the Borrower for drawing under this Agreement shall be four hundred million Dollars ($400,000,000) during the period from the Execution Date until the First Reduction Date. On the First Reduction Date and on the Second Reduction Date the above Maximum Facility Amount shall reduce by the Reduction Amount with a final reduction occurring on the Termination Date to reduce the Facility to zero. The mandatory reductions in the Maximum Facility Amount under this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 2.4.2 or Clause 17.8. 2.4.2 The Borrower may from time to time voluntarily reduce the Maximum Facility Amount in whole or in part in a minimum amount of five million Dollars ($5,000,000) or any greater whole number of millions of Dollars provided that it has first given to the Agent not fewer than five Business Days’ prior written notice expiring on a Business Day of its desire to reduce the Maximum Facility Amount. Any such reduction in the Maximum Facility Amount shall not be available for re-drawing. 2.4.3 The Facility Outstandings shall not exceed the Maximum Available Facility Amount. If, from time to time, on any Facility Outstandings Test Date, the Facility Outstandings exceed the Maximum Available Facility Amount, the Borrower shall immediately prepay such amount of the Facility Outstandings as will ensure that the Facility Outstandings are equal to or are less than the Maximum Available Facility Amount. Clauses 6.3, 6.4 and 6.5 shall apply, mutatis mutandis, to any prepayment made pursuant to this Clause. 2.4.4 To the extent that repayments or prepayments made by the Borrower to the Agent in accordance with this Agreement reduce the Facility Outstandings to less than the Maximum Available Facility Amount the Borrower shall again be entitled to make Drawings in accordance with and subject to the terms of this Agreement. 2.4.5 At any time and from time to time when the Maximum Available Facility Amount is less than the Maximum Facility Amount, the Borrower may provide (x) Cash, (y) additional vessels acceptable to the Banks on terms substantially equivalent to the security interests in the Vessels granted pursuant to the Security Documents, or (z) other collateral acceptable to the Banks on terms acceptable in their discretion, upon which a new calculation of the E...
Sample 1

Related to Facility Adjustments

  • Utility Adjustments DB Contractor shall not commence or permit or suffer commencement of construction of a Utility Adjustment included in the Construction Work until TxDOT issues NTP2, all of the conditions set forth in Section 4.4.1 that are applicable to the Utility Adjustment (reading such provisions as if they referred to the Utility Adjustment) have been satisfied, and the following additional requirements have been satisfied: (a) If applicable, the Alternate Procedure List has been approved by FHWA, and either the affected Utility or the Utility Owner is on the approved Alternate Procedure List, as supplemented. (b) The Utility Adjustment is covered by an executed Utility Agreement. (c) The review and comment process has been completed and any required approvals have been obtained for the Utility Assembly covering the Utility Adjustment.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Wage Adjustments If the funding available to be used for wages provided by Government in any fiscal year increases, the Employer shall pass on such increases to employees consistent with the funding increase adjusted for any additional deficits that this contract incurs. This will be the case whether the funding increase is for the entire year or simply a portion of it, and wage increases shall be effective upon the effective date of the increased funding. Should there be no increase provided by Government, wages will be maintained at their present levels. Should there be a decrease in funding, then the Employer will maintain wages at present levels. The Employer will promptly provide the Union with any information it receives from the Government regarding funding available for wages, and the parties will meet as required to work towards cooperative resolution of any issues arising from this Government information.

  • Royalty Adjustments The following adjustments shall be made, on a Licensed Product-by-Licensed Product and country-by-country basis, to the royalties payable pursuant to this Section 5.5:

  • Purchase Price Credit Adjustments If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

  • Fee Adjustments The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner:

  • Market Adjustments Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto. 17.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods/Services. 17.3 Pursuant to clause 17.2 above, the Supplier/Service Provider shall keep full and accurate records of all costs associated with the supply of the Goods/Services to Transnet, in a form to be approved in writing by Transnet. The Supplier/Service Provider shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 17.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 32 of the Master Agreement [Dispute Resolution]. 17.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service Provider, Transnet may notify the Supplier/Service Provider of such total delivered cost and the Supplier/Service Provider shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 17.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier/Service Provider has an opportunity to adjust its Price for the Goods/Services purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; or

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!