Final Participation Determination Sample Clauses

Final Participation Determination. ...46 7.03 Determination of Second Lender's, AEW New Lender's and Sears Distribution Priorities Shares..................................48 7.04
Sample 1
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Final Participation Determination. (a) A final determination of Participating Interest, Further Interest and Additional Participating Interest under the Amended First Notes (the "Final Participation Determination") shall be made, calculated and paid as of a date (the "Outside Determination Date") as specified below, unless the Final Participation Determination is required to be made as of an earlier date pursuant to Section 7.02(b) or is made as of an earlier date at the option of Tower Owner pursuant to Section 7.02(d). The Outside Determination Date shall be: (i) July 2, 2008, if (i) the maturity of the First Loan is extended to the Extended Maturity Date pursuant to Section 4.03; or (ii) if the First Loan Base Debt is refinanced with a Lender other than First Lender but under terms satisfying the First Loan extension criteria as to the Extension DSCR and the Extension LVR described in Section 4.03(b); (ii) July 2, 2008, if (i) the First Loan Base Debt is refinanced with a lender other than First Lender under terms that do not satisfy the First Loan extension criteria as to the Extension DSCR and the Extension LVR described in Section 4.03(b), and (ii) First Lender does not request the Discounted Determination Payment pursuant to Section 7.02(c) or First Lender does not deliver any notice pursuant to Section 7.02(c); (iii) July 2, 2010 if (i) the First Loan Base Debt is refinanced with a lender other than First Lender under terms that do not satisfy the First Loan extension criteria as the Extension DSCR and the Extension LVR describe in Section 4.03(b), and (ii) First Lender requests the Discounted Determination Payment pursuant to Section 7.02(c) and Tower Owner instead elects to be obligated for the Preference Determination Payment pursuant to Section 7.02(c). (b) The Final Participation Determination shall be made upon and calculated as of the occurrence of either of the following events prior to the Outside Determination Event: (i) any Bona Fide Sale of the Tower Property after July 2, 2005; or at the option of Tower Owner, a Bona Fide Sale of the Tower Property after April 2, 2005 and on or before July 2, 2005 (herein referenced to as an "Early Determination Sale"); or (ii) at the option of First Lender, an Event of Default under the Amended First Mortgage and the acceleration by First Lender of the Amended First Notes pursuant thereto (unless the First Loan is reinstated for any reason whatsoever), with the Final Participation Determination to be made as of the date of First Lender...
Sample 1
Final Participation Determination. The Tower Owner shall provide First Lender with a notice (the "Initial Notice") setting forth Tower Owner's opinion of the fair market value of the Tower Property for purposes of calculating the amount (if any) of Further Interest, Participating Interest and Additional Participating Interest due to First Lender. The Initial Notice shall be delivered to First Lender as follows: (a) on or before January 2, 2008, if the Final Participation Determination is being made pursuant to Section 7.02(a)(i) or (ii); (b) on or before January 2, 2010, if the Final Participation Determination is being made pursuant to Section 7.02(a)(iii); and (c) with Tower Owner's prepayment notice, if the Final Participation Determination is being made pursuant to Section 7.02(d). If, within thirty (30) days of the delivery of the Initial Notice, Tower Owner and First Lender do not agree in writing on the fair market value of the Tower Property, the following procedures shall apply. Within ten (10) days after the expiration of such thirty (30) day period, First Lender shall deliver to Tower Owner a list of three (3) third party MAI appraisers (the "Designated Appraisers"). Tower Owner shall, within ten (10) days thereafter, select one of the Designated Appraisers to determine the fair market value of the Tower Property. If First Lender fails to deliver the list of Designated Appraisers within such ten (10) day period, the fair market value shall be determined by any third party MAI appraiser selected by Tower Owner. If First Lender timely delivers the list of Designated Appraisers and Tower Owner fails to designate the selected appraiser within ten (10) days after such delivery, the fair market value shall be determined by a Designated Appraiser selected by First Lender from such list. The fair market value of the Tower Property determined by the appraiser so-selected (the "Selected Appraiser") shall constitute the Fair Market Value of the Tower Property. The Selected Appraiser shall be instructed to value the Tower Property as of a date which is on or within ninety (90) days prior to the applicable date for the Final Participation Determination pursuant to Section 7.02. The amount, if any, of Further Interest, Participating Interest and Additional Participating Interest due to First Lender shall be determined by an Approved Auditor selected by Tower Owner based upon such Fair Market Value. If Tower Owner gives First Lender notice of an Early Determination Sale pursuant to Section 7.02...
Sample 1

Related to Final Participation Determination

  • LC Exposure Determination For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at the time of determination.

  • Participation Fee If your account is subject to a Participation Fee, a fee will be charged when you open an account as described on the Disclosure accompanying this Agreement.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Participation Fees Vendor or vendor assigned dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report. Vendor must login to the TIPS database and use the “Submission Report” section to report sales. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement. Failure to pay the participation fee will result in termination of Agreement. Please contact TIPS at tips@tips- xxx.xxx or call (000) 000-0000 if you have questions about paying fees.

  • Program Participation By participating in the CRF Program, Grantee agrees to: a. Not increase any Eligible Household’s rent through January 2021; b. Waive all costs, fees and charges incurred by Eligible Households as a result of non- payment or partial payment of rent during the impacted months; c. Not consider non-payment or partial payment by Eligible Households during impacted months when considering renewal of an Eligible Household’s lease, or, share this information with other rental properties, credit bureaus and tenant screening companies; d. Not initiate new Eligible Household evictions for non-payment of rent and must suspend all pending evictions of Eligible Households for nonpayment of rent for the duration of the rental payment assistance; e. Not issue a notice to vacate to Eligible Households for nonpayment of rent until the end of the Eviction Relief Period; and f. Not require Eligible Households to vacate the unit until 30 days after such notice.

  • Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

  • Determination of Amount Outstanding On each Quarterly Date and, in addition, promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan, determined as of such Quarterly Date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.

  • Interest Determination Dates The interest rate applicable to a Floating Rate Note for an Interest Reset Period commencing on the related Interest Reset Date will be determined by reference to the applicable Interest Rate Basis as of the particular “Interest Determination Date”, which will be: (1) with respect to the Federal Funds Open Rate—the related Interest Reset Date; (2) with respect to the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate—the Business Day immediately preceding the related Interest Reset Date; (3) with respect to the CD Rate and the CMT Rate—the second Business Day preceding the related Interest Reset Date; (4) with respect to the Constant Maturity Swap Rate—the second U.S. Government Securities business day preceding the related Interest Reset Date, provided, however, that if after attempting to determine the Constant Maturity Swap Rate, such rate is not determinable for a particular Interest Determination Date, then such Interest Determination Date shall be the first U.S. Government Securities business day preceding the original interest determination date for which the Constant Maturity Swap Rate can be determined; (5) with respect to LIBOR—the second London Banking Day (as defined below) preceding the related Interest Reset Date; and (6) with respect to the Treasury Rate—the day of the week in which the related Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned (i.e., Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the related Interest Reset Date, the Interest Determination Date will be the preceding Friday. The Interest Determination Date pertaining to a Floating Rate Note, the interest rate of which is determined with reference to two or more Interest Rate Bases, will be the latest Business Day which is at least two Business Days before the related Interest Reset Date for the applicable Floating Rate Note on which each Interest Reset Basis is determinable. “London Banking Day” means a day on which commercial banks are open for business (including dealings in the LIBOR Currency) in London.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

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