Inability to DeterminateDetermine Rates Sample Clauses

Inability to DeterminateDetermine Rates. (a) If in connection with any request for a TermDaily SOFR Loan or a conversion of a Loan to a TermDaily SOFR Loan or a continuation of any of such Loan, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.20(b), and the circumstances under clause (i) of Section 2.20(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining TermDaily SOFR for any requested Interest Period or any determination dates(s), as applicable, with respect to a proposed TermDaily SOFR Loan or in connection with an existing or proposed Loan that accrues interest by reference to the Alternative Rate, or (ii) the Administrative Agent or the Managing Agents determine that for any reason that TermDaily SOFR for any requested Interest Period or determination date(s) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain TermDaily SOFR Loans, or to convert any Loans to TermDaily SOFR Loans, shall be suspended (to the extent of the affected TermDaily SOFR Loans or Interest Periods or determination date(s), as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the TermDaily SOFR component of the Alternative Rate, the utilization of the TermDaily SOFR component in determining the Alternative Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Managing Agents described in clause (ii) of this Section 2.20(a), until the Administrative Agent upon instruction of the Managing Agents) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of TermDaily SOFR Loans (to the extent of the affected TermDaily SOFR Loans or Interest Periods or determination date(s), as applicable) or, failing that, will be deemed to have converted such request into a request for a Loan which accrues interest by reference to the Alternative Rate in the amount specified therein and (ii) any outstanding TermDaily SOFR Loan shall be deemed to have been converted to a Loan which accrues interest by referenc...
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Related to Inability to DeterminateDetermine Rates

  • Audit Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC.

  • Definitions and Interpretation 1.1 In this Agreement:

  • Changes This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

  • Dispute Resolution All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through the adjudicating officer appointed under the Act.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Duration 23.01 This Agreement shall continue in effect until June 30, 2021 and shall remain in effect from year to year thereafter unless either party gives the other party written notice of termination or desire to amend the agreement.

  • Introduction The Texas Health and Human Services Commission ("HHSC") and the Contractor named in Section I (HHSC and Contractor may be referenced in this document collectively as the “Parties” and individually as the “Party") hereby enter into this Community Services Contract - Provider Agreement (the “Contract”) for the provision of services under the Contract type specified in Section I for the considerations set forth herein. The Contract Begin Date specified in Section I is not valid until this Contract is signed by both parties.

  • Payment Terms DXC agrees to pay Supplier the undisputed amount of an invoice within ninety (90) days after the receipt of a valid, complete and properly documented invoice. Any prompt payment discount will be calculated from the date a conforming invoice is received by DXC. Payment will be in U.S. currency unless otherwise stated. Payment will not constitute acceptance of Products and/or Services or impair DXC’s right to inspect. Acceptance shall be when DXC deems the Products and/or Services to meet its specified criteria (“Acceptance”). DXC, at its option, and without prior notice to Supplier, shall have the right to set off or deduct from any Supplier’s invoice, any credits, refunds or claims of any kind due DXC.

  • Effective Date The obligations of the Lenders to make Loans and of the Issuing Bank 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):

  • Definitions For purposes of this Agreement:

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