Filing of Sample Clauses

Filing of a UCC-1 financing statement in the office of the Secretary of State of the State of New York, naming Lessee as debtor, Administrative Agent (as Administrative Agent for the Lenders), as total assignee secured party, and Lessor, as assignor secured party.
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Filing of a UCC-1 financing statement in the Office of the County Clerk of the County of Westchester, New York, naming Lessor as debtor and Administrative Agent (as Administrative Agent for the Lenders) as secured party.
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Filing of a UCC-1 financing statement in the office of the Secretary of State of the State of Delaware, naming Lessor as debtor and Administrative Agent (as Administrative Agent for the Lenders) as secured party. TO: BANK OF AMERICA, N.A., not in its individual capacity, except as expressly stated in the Participation Agreement (as defined below), but solely as Administrative Agent (in such capacity, the “Administrative Agent”) under the Participation Agreement to be dated on or about March 3, 2017 among the Administrative Agent, BA LEASING BSC, LLC, as Lessor, OLD SAW MILL HOLDINGS LLC, a New York limited liability company, as Lessee, and the financial institutions listed on Schedule II thereto, as Lenders (as amended, supplemented or otherwise modified from time to time pursuant thereto, the “Participation Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Appendix 1 to the Participation Agreement, unless the context otherwise requires. FROM: OLD SAW MILL HOLDINGS LLC Date: February 28, 2017 RE: Advance Request 1. This Advance Request is delivered pursuant to Section 3.3 of the Participation Agreement. 2. The proposed Advance Date is March 3, 2017. 3. The undersigned hereby requests an Advance in the amount of $720,000,000, to be used to Fund: (a) The Purchase Price (less the reimbursement of the Deposit referred to below) in the amount of $663,000,000; and (b) The Deposit in the amount of $57,000,000 (to reimburse Parent Guarantor for same). 4. Lessee hereby authorizes the Administrative Agent to disburse from the proceeds of the Advance requested hereby to Fund the Purchase Price (less the reimbursement of the Deposit referred to above) directly to Chicago Title Insurance Company. 5. The undersigned requests that the Advance be sent by wire transfer in accordance with the payment instructions set forth on Schedule 1 attached hereto. OLD SAW MILL HOLDINGS LLC, as Lessee By: Name: Title: A. WIRE INSTRUCTIONS FOR PARENT GUARANTOR Bank: Address: ABA Routing No: Account No: Reference: B. WIRE INSTRUCTIONS FOR CHICAGO TITLE INSURANCE COMPANY Bank: Address: ABA Routing No: Account No: Reference: Attn: TO: Bank of America, N.A., as Administrative Agent BA Leasing BSC, LLC, as Lessor This Document Closing Date Certificate is delivered to you pursuant to Section 6.1(iii) of the Participation Agreement (the “Participation Agreement”), dated as of the date hereof, among Old Saw Mill Holdings LLC, a New York l...
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Filing of a UCC-1 financing statement in the office of the Secretary of State of the State of Delaware, naming Lessor as debtor and Administrative Agent (as Administrative Agent for the Lenders) as secured party. Schedule 6.1(xi) (to Amended and Restated Participation Agreement) Exhibit A (to Amended and Restated Participation Agreement) Exhibit A (to Amended and Restated Participation Agreement) To: Bank of America, N.A., as Administrative Agent BA Leasing BSC, LLC, as Lessor This Restatement Date Certificate is delivered to you pursuant to Section 6.2(iii) of the Amended and Restated Participation Agreement, dated as of the date hereof (the “Participation Agreement”), among Old Saw Mill Holdings LLC, a New York limited liability company, as Lessee (“Lessee”), BA Leasing BSC, LLC, a Delaware limited liability company, as Lessor, Bank of America, N.A., not in its individual capacity, except as expressly stated therein, but solely as Administrative Agent, and the Lenders party thereto. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in Appendix 1 to the Participation Agreement, unless the context otherwise requires. The undersigned, in his capacity as a Responsible Officer of the Lessee, is duly authorized and hereby certifies, in such capacity and on behalf of the Lessee and not in any personal capacity, to the Lessor and Administrative Agent that as of the date hereof: 1. All of the conditions set forth in Section 6.2 of the Participation Agreement are fully satisfied as of the date hereof (or waived in accordance with the Operative Documents), in any such case, except to the extent satisfaction of any such condition is subject to the discretion or control of the Administrative Agent any Participant and/or their Related Parties. 2. Each and every representation and warranty of the Lessee contained in each Operative Document to which it is a party is true and correct in all material respects on and as of the Restatement Date, except to the extent such representation or warranty specifically refers to an earlier date, in which case such representation or warranty is true and correct in all material respects on and as of such earlier date. 3. No Default, Event of Default, Event of Loss, Specified Significant Environmental Event or Specified Material Environmental Violation has occurred and is continuing. In Witness Whereof, I have signed my name as a duly authorized Responsible Officer of Lessee on the date fi...
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Filing of. 1 File Notice of Project and other Notices with
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Filing of. SECOND RESTATED CERTIFICATE OF INCORPORATION. iTurf shall have filed the Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
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Filing of. The purpose of this Article is to provide for the adjustment of complaints by the immediate supervisor and the employee. is agreed that prior to the filing of a grievance, an employee first state his complaint to supervisor who will, as promptly as reasonably possible, but no later than three (3) calendar days after he hears the complaint, give the employee an answer, together with the reasons for that answer. The employee or the supervisor have the Xxxxxxx present at this meeting. In the event there is more than one employee involved in the xxxxx or identical complaint, the Union will designate one of the complaining employees to attend the meeting. The complaint be filed within twelve (12) calendar days of the incident which it, or when reasonably should have become known to the employee or employees affected thereby.
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Related to Filing of

  • Filing of Motions Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby.

  • Filing of Reports Title Company shall be solely responsible for the timely filing of any reports or returns required pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986 (and any similar reports or returns required under any state or local laws) in connection with the closing of the transaction contemplated in this Agreement.

  • Filing of Financing Statements The Depositor will file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices necessary to perfect the Issuer’s interest in the Sold Property. The Depositor will promptly deliver to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

  • Filing Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

  • Filing of Returns The parties agree that, unless required by the tax authorities, the Depositor, on behalf of the Issuer, will file or cause to be filed annual or other returns, reports and other forms consistent with the characterizations described in Section 2.11(a) and the first sentence of Section 2.11(b).

  • Filing of Agreement Upon execution of this Agreement, it shall be filed with the appropriate state regulatory agency pursuant to the requirements of Section 252 of the Act. If the regulatory agency imposes any filing or public notice fees regarding the filing or approval of the Agreement, Carrier shall be responsible for publishing the required notice and the publication and/or notice costs shall be borne by Carrier.

  • Filing of Patent Applications Each Party will make timely decisions regarding the filing of Patent Applications on the CRADA Subject Inventions made solely by its employee(s), and will notify the other Party in advance of filing. Collaborator will have the first opportunity to file a Patent Application on joint CRADA Subject Inventions and will notify PHS of its decision within sixty (60) days of an Invention being reported or at least thirty (30) days before any patent filing deadline, whichever occurs sooner. If Collaborator fails to notify PHS of its decision within that time period or notifies PHS of its decision not to file a Patent Application, then PHS has the right to file a Patent Application on the joint CRADA Subject Invention. Neither Party will be obligated to file a Patent Application. Collaborator will place the following statement in any Patent Application it files on a CRADA Subject Invention: “This invention was created in the performance of a Cooperative Research and Development Agreement with the [INSERT into Agency’s model as appropriate: National Institutes of Health, Food and Drug Administration, Centers for Disease Control and Prevention], an Agency of the Department of Health and Human Services. The Government of the United States has certain rights in this invention.” If either Party files a Patent Application on a joint CRADA Subject Invention, then the filing Party will include a statement within the Patent Application that clearly identifies the Parties and states that the joint CRADA Subject Invention was made under this CRADA.

  • Filing of Materials All records related to a grievance shall be filed separately from the personnel files of the employees.

  • Filing of Registration Statement The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-234654), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [●], 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. For purposes of this Agreement:

  • Filing of Amendments The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)), any Term Sheet or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall object.

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