Future Funding of the JV Sample Clauses

Future Funding of the JV. (a) It is contemplated that the JV shall meet its capital requirements from its own cash flow and resources to the greatest extent practicable. In furtherance thereof, the JV Companies shall fund their capital and cash requirements from the following sources in the following order: (i) first, from the internal cash flow generated by the JV Companies, (ii) second, from unsecured borrowings from Third Parties on a non-recourse basis or on a basis that does not require guarantees or other credit support from either of the Shareholders or their Affiliates, (iii) third, from borrowings secured by assets of the JV, (iv) fourth, from borrowings that require guarantees or other credit support from the Shareholders or joint direct loans (as described below) by the Shareholders (or their Affiliates) and (v) fifth, from capital contributions from the Shareholders or their Affiliates. The Shareholders shall cooperate with the JV Companies to identify sources of financing and to facilitate such financing; provided, however, that no Shareholder or any Affiliate thereof shall have any right or any obligation to make any capital contribution to, or to subscribe for or purchase any additional shares of, or equity interest in JVCO or any other JV Company or to make any loan or provide any other type of financing to the JV. In the event the JV Companies are unable to identify lenders that are willing to lend funds to the JV Companies on a basis that does not require guarantees or other credit support from the Shareholders and on terms otherwise acceptable to the JV Companies, JVCO may request credit support from the Shareholders or their Affiliates, in which case the Shareholders (or their Affiliates) shall negotiate in good faith concerning the amount and terms of mutual guarantees that they may be willing to provide to facilitate such financing. In the event the Shareholders (or their Affiliates) are willing to provide such guarantees and such guarantee is called, the Shareholders (or their Affiliates) shall contribute to the satisfaction of the obligations under such guarantee in proportion to their respective equity interests in JVCO. Alternatively, the Shareholders (or their Affiliates) may jointly make direct loans to the JV in amounts proportional to their respective equity interests in the JV. No JV Company shall make any payment to reimburse any Shareholder for any amount paid pursuant to any such guarantee or to repay any joint loan unless such payment is made to b...
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Related to Future Funding of the JV

  • Loan Funding The obligation of the Lender to close the transactions contemplated by this Agreement shall be subject to satisfaction of the following conditions, unless waived in writing by the Lender: (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority of Borrower's authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Notes with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) the Borrower shall have paid to the Lender the fee(s) then due and payable under this Agreement and the other Loan Documents; (e) Borrower and Guarantor shall each have maintained their respective financial condition in a manner satisfactory to the Lender, and no material adverse change shall have occurred in Borrower's or Guarantor's financial condition or prospects; (f) the Lender shall have received the written opinion(s) of legal counsel for the Borrower selected by the Borrower and satisfactory to the Lender, and covering the Loan Documents and such other matter(s) as the Lender may reasonably require; (g) the Lender shall have received written instructions by the Borrower with respect to disbursement of the proceeds of the Loan; and (h) the Lender shall have received all Security Instruments duly executed by all parties thereto.

  • Funding Date The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

  • Loans from Partners Loans by a Partner to the Partnership shall not constitute Capital Contributions. If any Partner shall advance funds to the Partnership in excess of the amounts required hereunder to be contributed by it to the capital of the Partnership, the making of such excess advances shall not result in any increase in the amount of the Capital Account of such Partner. The amount of any such excess advances shall be a debt obligation of the Partnership to such Partner and shall be payable or collectible only out of the Partnership assets in accordance with the terms and conditions upon which such advances are made.

  • NAME OF THE FUND The Fund hereby agrees that if the Manager shall at any time for any reason cease to serve as investment adviser to the Fund, the Fund shall, if and when requested by the Manager, eliminate from the Fund's name the name "Neuberger Berman" and thereaftxx xxxxxxn xxxx using the name "Neuberger Berman" or the initixxx "XX" ix xxxxection with its business or activities, and the foregoing agreement of the Fund shall survive any termination of this Agreement and any extension or renewal thereof.

  • Notice to Banks; Funding of Loans (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower.

  • Assumptions Concerning Funding of Eurodollar Rate Loans Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

  • Compensation of the Investment Manager 4.1 For the services to be rendered as provided herein, the Adviser shall pay to the Investment Manager for each month of the Fund’s fiscal year on the last day of each such month a fee based upon the average daily net assets of the Account, as determined pursuant to the Fund’s Registration Statement, at the following annual rate as a percentage of the Account's average daily net assets:

  • Duties of the Investment Manager The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the MetLife Mid Cap Stock Index Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement.

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