Head Lease Transaction Sample Clauses

Head Lease Transaction. Deepwater shall, with the consent of the Certificate Purchasers, be permitted to enter into, and to require the Charter Trustee to enter into, the following transactions (collectively, the "Head Lease Transaction") on or after the Delivery Date: (i) title to the Drillship shall be transferred to the Head Lessor; (ii) the Head Lessor shall charter (directly or through a sub-charter) the Drillship to the Charter Trustee; (iii) the Head Lessor shall finance its acquisition of title to the Drillship, in part, through a loan (the "Head Lease Loan"); (iv) the Head Lessor and the Charter Trustee shall enter into arrangements whereby the Charter Trustee's payment obligations under the Head Lease are defeased (the "Head Lease Defeasance Arrangements"); (v) the economic benefit of entering into the Head Lease Transaction shall be paid over to, or otherwise accrue to the benefit of, Deepwater; and (vi) if the Head Lease Transaction is entered into on or after the Delivery Date or any Certificate Purchaser reasonably deems it necessary for the protection of its rights in the Drillship, the Head Lessor shall enter into the Ship Mortgage. If Deepwater shall have requested the Certificate Purchasers to consent to the Head Lease Transaction not less than 45 days prior to the proposed closing date of the Head Lease Transaction (which request shall be accompanied by drafts of the documents relating thereto), the Certificate Purchasers agree to consider such request in good faith. Thereafter, Deepwater shall promptly provide the Certificate Purchasers with the drafts of the Head Lease Documents to the extent such drafts are distributed to the other parties to the Head Lease Transaction. If each Certificate Purchaser in its sole discretion approves the Head Lease Transaction, the Charter Trustee shall enter into the Head Lease Transaction on the date proposed by Deepwater. Notwithstanding the provisions of this Section 4, neither the consummation nor the failure to consummate the Head Lease Transaction on or before the Delivery Date shall be a condition to the obligation of any party hereto to enter into the other transactions contemplated by this Agreement to occur on the Delivery Date or to execute and deliver the Transaction Documents to be executed and delivered on the Delivery Date (other than those transactions or documents reflecting only the Head Lease Transaction).
Sample 1
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Head Lease Transaction. (a) Deepwater shall, with the ------------------------ consent of the Certificate Purchasers, be permitted to enter into, and to require the Charter Trustee to enter into, the following transactions (collectively, the "Head Lease Transaction") on or after the Delivery Date: (i) ---------------------- title to the Drillship shall be transferred to the Head Lessor; (ii) the Head Lessor shall charter (directly or through a sub-charter) the Drillship to the Charter Trustee; (iii) the Head Lessor shall finance its acquisition of title to the Drillship, in part, through a loan (the "Head Lease Loan"); (iv) the Head --------------- Lessor and the Charter Trustee shall enter into arrangements whereby the Charter Trustee's payment obligations under the Head Lease are defeased (the "Head Lease ---------- Defeasance Arrangements");
Sample 1
Head Lease Transaction. 15 SECTION 4.4 Replacement Conditions . . . . . . . . . . . . . . . . . . . . . 15 SECTION 4.5 Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . 16
Sample 1

Related to Head Lease Transaction

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Sale and Leaseback The Borrower will not enter into any arrangement, directly or indirectly, with any other Person whereby the Borrower shall sell or transfer any real or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease as lessee such property or any part thereof or any other property which the Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred.

  • Repurchase Transactions (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian. (b) (i) Whenever on any Banking Day one or more Funds and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In the case of repurchase transactions in which the Repurchase Date is the Banking Day next following the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior to the close of business on the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% of the initial Sale Price by causing to be provided further proper instructions to Repo Custodian by the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such Securities. Such instructions shall constitute Seller's instructions to Repo Custodian to transfer the Securities to the Participating Funds and/or Cash Collateral from the Seller Account to the Transaction Account.

  • Lease Documents All leases, lease addendum, lease amendments, subleases, commencement verification letters, and any other letter agreements related thereto.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Sale and Leasebacks The Borrower will not enter into --------------------- any arrangement, directly or indirectly, with any Person whereby the Borrower shall sell or transfer any of its Property, whether now owned or hereafter acquired, and whereby the Borrower shall then or thereafter rent or lease such Property or any part thereof or other Property that the Borrower intends to use for substantially the same purpose or purposes as the Property sold or transferred.

  • Operative Documents On or before the Closing Date, each of the Operative Documents to be delivered at the Closing shall have been duly authorized, executed and delivered by the parties thereto in substantially the form attached as an Exhibit hereto, shall each be in full force and effect, and executed counterparts of each shall have been delivered to each of the parties hereto.

  • Non-Arm’s Length Transactions To the knowledge of the Company, after due inquiry, except as disclosed in writing to the Underwriters or in the Registration Statement, the Time of Sale Information and the Prospectuses, neither the Company nor any subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

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