Facility Documentation Sample Clauses

Facility Documentation. The Facility shall be documented in one facility agreement (the “Facility Agreement”). The Mandated Lead Arrangers and the Borrower hereby agree to negotiate the Facility Agreement and Transaction Security Documents in good faith, based on the most recent Primary (Leveraged) Loan Market Association Senior Multicurrency Term and Revolving Facilities Agreement for Leveraged Acquisition Finance Transactions, having regard to any deal-specific issues relating to the Acquisition and the business of the Group and this Term Sheet. The Mandated Lead Arrangers and the Borrower hereby agree to negotiate the Intercreditor Agreement in good faith, based on the standard form LMA Intercreditor Agreement for Leveraged Acquisition Finance Transactions, having regard to any deal-specific issues relating to the Acquisition and the business of the Group.
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Facility Documentation. The parties hereto acknowledge that it shall not be the responsibility of the Lenders to ensure compliance with the terms and provisions of the U.S. Facility Documentation. 11 SCHEDULE 3 DEFINITIONS The following words shall have the following meaning when used in this Agreement: “Administrative Agent” means a legal entity appointed to administer all or any of the Debt Financing Agreements and/or the Property Facility, pursuant to a Successful Syndication. “affiliate” means, in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company. “Aggregate Debt Financing Limit” means the maximum aggregate amount to be made available to the Clients pursuant to the Debt Financing Agreements at any one time. “Availability” means any positive balance of the aggregate of the value of Eligible Debt and the value of the German Property minus the aggregate of all outstanding loan amounts advanced and debts purchased under the Financing Documents. “Belgian Receivables Finance Agreement” means the receivables finance agreement dated on or about the date of this Agreement between Lloyds TSB Belgium Branch and D-M-E. “Capital Expenditure” means all net cash payments for fixed assets or improvements replacements, substitutions or additions thereto having a useful life or remaining useful life of more than one year and that are required to be capitalised under U.S. GAAP. “Clients” means each of Cimcool Europe, Cimcool Industrial, D-M-E and Ferromatik. “Commencement Date” means 12 March 2008. “Debt Finance Facility” means the revolving facilities to be made available to the Clients under the terms of the Debt Financing Agreements. “Debt Financing Agreement” means any of the Dutch Receivables Finance Agreements, the Belgian Receivables Finance Agreement and the German Debt Purchase Agreement. “Debt Turn” means in relation to any assigned or pledged debt, the number of days (when measured on a cash collection basis), being the result of dividing the aggregate of the end of calendar monthly debtor balances in a relevant jurisdiction by net sales for that calendar month and multiplying the result by 30.5. “Dilution Rate” means the average over a period of twelve months (calculated on a rolling basis) of the face value of credit notes and non-cash credits, write offs and other adjustments issued by a Client in a relevant jurisdiction in respect of assigned or pledged debts which are notified to Lloyds TSB or ...
Sample 1
Facility Documentation. The Exit Facility Documentation shall be consistent in all material respects with the terms set forth in the applicable exhibit hereto and otherwise reasonably acceptable to the Investor, except as otherwise agreed by the Investor.
Sample 1
Facility Documentation. The Facility shall be documented in one facility agreement (the “Facility Agreement”). The Mandated Lead Arranger and the Borrower hereby agree to negotiate the Facility Agreement and Transaction Security Documents in good faith, based on the most recent Primary (Leveraged) Loan Market Association Senior Multicurrency Term and Revolving Facilities Agreement for Leveraged Acquisition Finance Transactions, having regard to any deal-specific issues relating to the Acquisition and the business of the Group and this Term Sheet and transaction documents for comparable financings for going private transactions involving a company publicly listed in the U.S., giving due regard to the operational and strategic requirement of the Parent and its subsidiaries in light of their consolidated capital structure, size, industry and practices and the proposed business plan (after giving effect to the transactions envisaged by the Commitment Letter and this Term Sheet) (the aforementioned being the “Documentation Principles”).
Sample 1
Facility Documentation. The parties hereto acknowledge that it shall not be the responsibility of the Lenders to ensure compliance with the terms and provisions of the U.S. Facility Documentation.
Sample 1

Related to Facility Documentation

  • Loan Documentation The documentation (“Loan Documentation”) governing or relating to the material loan and credit-related assets (“Loan Assets”) included in the loan portfolio of the Seller Subsidiaries is legally sufficient for the purposes intended thereby and creates enforceable rights of the Seller Subsidiaries in accordance in all material respects with the terms of such Loan Documentation, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing, except for such insufficiencies as would not have a material adverse effect on Seller. Except as set forth in Section 3.01(j) of the Seller Disclosure Schedule, no debtor under any of the Loan Documentation has asserted as of the date hereof any claim or defense with respect to the subject matter thereof, which claim or defense, if determined adversely to Seller, would have a material adverse effect on Seller. All loans and extensions of credit that have been made by the Seller Subsidiaries comply in all material respects with applicable regulatory limitations and procedures.

  • Facility Documents Terminate, amend or otherwise modify any Facility Document or the Master Agency Agreement, or grant any waiver or consent thereunder, except in accordance with the terms thereof.

  • Closing Documentation The Buyer shall have received the following documents, agreements and instruments from the Seller:

  • Closing Documentation, etc For purposes of determining compliance with the conditions set forth in §12, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by any Agent or any Co-Lead Arranger to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent active upon the Borrowers’ account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to such effect on or prior to the Closing Date.

  • Amendment Documents This Amendment and any other instrument, document or certificate required by the Administrative Agent to be executed or delivered by the Borrower or any other Person in connection with this Amendment, duly executed by such Persons (the “Amendment Documents”);

  • Required Documentation The AGENCY is responsible for ensuring that all documents required by this Contract are current and available for the COUNTY’S review upon request. These documents may include, but are not limited to, certificate(s) of insurance, job descriptions and background check confirmations of staff.

  • Loan Document, etc This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement.

  • Tax Documentation Xxxxxx agrees to provide a completed IRS 1099 for its payments to, and Xxxxxxx agrees to provide IRS W-9 forms for, each of the following payees under this Settlement Agreement:

  • Status of Lenders; Tax Documentation (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

  • Replacement Documents Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of the Note or any other Loan Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other Loan Document, Borrower will issue, in lieu thereof, a replacement Note or other Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in the same principal amount thereof and otherwise of like tenor.

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