Funds before acting Sample Clauses

Funds before acting. (a) If the Note Trustee proposes to exercise a right, power or remedy or take any action in its capacity as Note Trustee in connection with the Transaction Documents (including as a result of a direction or instruction of CVR Noteholders pursuant to a resolution of CVR Noteholders), and the Note Trustee reasonably considers this could result in the Issuer becoming obliged to pay an amount under clause 15.2, then the Note Trustee may require the Issuer to pay the Note Trustee before exercising that right, power or remedy or taking that action an amount equal to the amount the Note Trustee reasonably determines the Issuer would be liable to pay under clause 15.2.
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Funds before acting. 15.3 If the Administrative Agent proposes to exercise a right arising in its capacity as Administrative Agent of the Arranger and the Financiers or take any Action (whether or not at the instruction of a Majority of Financiers or all Financiers) and the Administrative Agent reasonably considers this could result in the Borrower or any other Obligor becoming obliged to pay to the Administrative Agent an amount under clause 8 (Costs and indemnities) or under a corresponding provision of any other Transaction Document, as the case may be, the Administrative Agent:
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Funds before acting. This clause 25.3 applies if the Facility Agent proposes to exercise a right arising in its capacity as agent of the Financiers or take any other action (whether or not at the instruction of a Majority of Financiers or all Financiers) in connection with the Bank Finance Documents, and the Facility Agent reasonably considers this could result in the Borrower becoming obliged to pay an amount under clause 16 ("Costs and indemnities"). In that case, the Facility Agent:
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Related to Funds before acting

  • Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Earnings All earnings, gains and losses with respect to Trust assets shall be allocated in accordance with a reasonable procedure adopted by the Committee, to bookkeeping accounts for Participants or to the general account of the Trust, depending on the nature and allocation of the assets generating such earnings, gains and losses. In particular, any earnings on cash dividends received with respect to shares of Common Stock shall be allocated to accounts for Participants, except to the extent that such cash dividends are distributed to Participants, if such shares are the subject of outstanding Plan Share Awards, or, otherwise to the Plan Share Reserve.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Loss, Theft, Etc of Notes. Upon receipt of evidence satisfactory to the Company of the loss, theft, mutilation or destruction of any Note, and in the case of any such loss, theft or destruction upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company, or in the event of such mutilation upon surrender and cancellation of the Note, the Company will make and deliver without expense to the holder thereof, a new Note, of like tenor, in lieu of such lost, stolen, destroyed or mutilated Note. If the Purchaser or any subsequent Institutional Holder is the owner of any such lost, stolen or destroyed Note, then the affidavit of an authorized officer of such owner, setting forth the fact of loss, theft or destruction and of its ownership of such Note at the time of such loss, theft or destruction shall be accepted as satisfactory evidence thereof and no further indemnity shall be required as a condition to the execution and delivery of a new Note other than the written agreement of such owner to indemnify the Company.

  • Ability to Bear Economic Risk of Investment It recognizes that an investment in the Subordinated Notes involves substantial risk. It has the ability to bear the economic risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete loss of all of its investment in the Company.

  • Earnings Statement The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.

  • Earnings Statements As soon as practicable, the Company will make generally available to its security holders and to the Manager an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158. For the avoidance of doubt, the Company’s compliance with the reporting requirements of the Exchange Act shall be deemed to satisfy the requirements of this Section 4(d).

  • Depreciation The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the SERIES #Kobe1997AirBallGameUsedShoes going forward. Schedule V to Fifteenth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement Exhibit 371 Series Designation of #WILTCHAMBERLAIN1961FLEERRCPSA9, a series of Collectable Sports Assets, LLC Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, LLC, as in effect as of the effective date set forth below (the “Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement. Name of Series #WILTCHAMBERLAIN1961FLEERRCPSA9, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment October 22, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #WILTCHAMBERLAIN1961FLEERRCPSA9 with effect from the effective date hereof and shall continue to act as the Managing Member of #WILTCHAMBERLAIN1961FLEERRCPSA9 until dissolution of #WILTCHAMBERLAIN1961FLEERRCPSA9 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #WILTCHAMBERLAIN1961FLEERRCPSA9 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #WILTCHAMBERLAIN1961FLEERRCPSA9 through that certain Consignment Agreement dated as of 9/30/2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #WILTCHAMBERLAIN1961FLEERRCPSA9 from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated in Section 7.1 of the Agreement. Issuance Subject to Section 6.3(a)(i), the maximum number of #WILTCHAMBERLAIN1961FLEERRCPSA9 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $1,200,000. Number of #WILTCHAMBERLAIN1961FLEERRCPSA9 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #WILTCHAMBERLAIN1961FLEERRCPSA9 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #WILTCHAMBERLAIN1961FLEERRCPSA9 sold at the Initial Offering of the #WILTCHAMBERLAIN1961FLEERRCPSA9 Interests (excluding the #WILTCHAMBERLAIN1961FLEERRCPSA9 Interests acquired by any Person other than Investor Members). Other rights Holders of #WILTCHAMBERLAIN1961FLEERRCPSA9 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #WILTCHAMBERLAIN1961FLEERRCPSA9 Interests. Officers There shall initially be no specific officers associated with #WILTCHAMBERLAIN1961FLEERRCPSA9, although, the Managing Member may appoint Officers of #WILTCHAMBERLAIN1961FLEERRCPSA9 from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member. Schedule 1 DESCRIPTION OF SERIES #WiltChamberlain1961FleerRCPSA9 Investment Overview · Upon completion of the SERIES #WiltChamberlain1961FleerRCPSA9 Offering, SERIES #WiltChamberlain1961FleerRCPSA9 will purchase a Wxxx Xxxxxxxxxxx 1961 Fleer PSA 9 (The “Underlying Asset” with respect to SERIES #WiltChamberlain1961FleerRCPSA9, as applicable), the specifications of which are set forth below.

  • Investment Opportunities and Allocation The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of Interest – Certain Conflict Resolution Measures – Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor.

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