Independent Amount Sample Clauses

Independent Amount. (i) As security for the prompt and complete payment of all amounts due or that may become due from Fuels or LW to Macquarie and the performance by Fuels or LW of all covenants and obligations to be performed by it pursuant to this Agreement and all other Transaction Documents and all outstanding transactions hereunder and thereunder (collectively, the “Obligations”), Fuels and LW hereby pledge, assign, convey and transfer to Macquarie as margin, and hereby grant to Macquarie a present and continuing security interest in and to, and a general first lien upon and right of set off against, the amount of U.S. dollars constituting the Independent Amount and all interest and other proceeds from time to time received, receivable or otherwise distributed in respect thereof, or in exchange therefor; provided that (i) Fuels and LW shall effect such pledge, assignment, conveyance and transfer of the Independent Amount as and when required under Section 4.3 hereof and (ii) once the full amount of the Independent Amount has been so pledged, assigned, conveyed and transferred, Fuels and LW agree that for the duration of the Term, each shall maintain such pledge, assignment, conveyance and transfer and take such action as Macquarie reasonably requests, including providing Macquarie with possession of an amount of immediately available funds equal to the Independent Amount, as applicable, in order to perfect Macquarie’s continuing security interest in, and lien on (and right of setoff against), such amount. Notwithstanding the provisions of Applicable Law, if no Event of Default has occurred and is continuing with respect to Macquarie, then Macquarie shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business all or any portion of the Independent Amount, free from any claim or right of any nature whatsoever of Fuels or LW, including any equity or right of redemption by Fuels or LW. Nothing in this Section 13.4(c) shall limit any rights of Macquarie under any other provision of this Agreement or any other Transaction Documents, including without limitation, under Section 13.4(b) or Article 19 below. Fuels and LW acknowledge and agree that, as provided in the Master Agreement, the Independent Amount constitutes credit support for Fuels’ and LW’s obligations under the Master Agreement in accordance with the terms thereof. Macquarie shall exercise reasonable care to assure the safe custody of the Independent Amount to t...
Sample 1
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Independent Amount. Party B shall have an “Independent Amount”, which means an amount that is equal to ten percent (10%) of the Notional Value of all Outstanding Transactions if at any time during the term of such Outstanding Transaction(s), Party B or its Guarantor has a Credit Rating below Investment Grade or does not have a Credit Rating. Party B shall transfer or cause to be transferred to SDG&E Performance Assurance in the form of Cash or Letter of Credit to satisfy its Independent Amount requirements. The Independent Amount shall not be reduced for so long as there are any outstanding Transactions and shall not be taken into account when calculating Party B’s Agreement Exposure. Subject to Section 4(a)(i) above, upon execution of each Confirmation, Party B must transfer Performance Assurance in the form of Cash or Letter of Credit equal to the Independent Amount for that Transaction.
Sample 1Sample 2
Independent Amount. If an Independent Amount is applicable to Party B, the upon execution of each Confirmation, Party B must transfer additional Performance Assurance equal to the Initial Posting Amount for the applicable Transaction. The Independent Amount shall not be reduced for so long as there are any outstanding obligations between the Parties under the Master Agreement, except with respect to the Invalidation Security as provided in Paragraph 4(d) below. The Initial Posting Amount and Invalidation Security Amount may be increased up to twenty percent (20%) of the Notional Value for each Transaction upon a Material Adverse Change for Party B or its Credit Support Provider if the Independent Amount is not already fixed at such amount for each Transaction. If Party B is required to increase the Independent Amount upon a Material Adverse Change, Party B shall do so upon receipt of a request in accordance with Paragraph 4(a) above. The Independent Amount shall be held and maintained in accordance with this Credit Support Addendum as Performance Assurance.
Sample 1
Independent Amount. For purposes of the Credit Support Annex, on each Valuation Date (as defined in the Credit Support Annex) the Independent Amount applicable to Party B in respect of the Transaction evidenced hereby but only in the context of Reference Obligations shall be an amount, in USD, equal to the greater of (x) USD 10,000,000, and (y) the aggregate of the respective RO Independent Amounts applicable to each Reference Obligation then comprised in the Portfolio. For purposes hereof, “RO Independent Amount” means, in the context of a Reference Obligation, an amount in USD, equal to 40% of (i) during any period other than the Ramp-Down Period, the USD Equivalent of the Traded Book Value of such Reference Obligation), and (ii) during the Ramp-Down Period, the Book Value of such Reference Obligation, Notwithstanding the terms of the Credit Support Annex, the RO Independent Amount attributable to a Reference Obligation shall be Transferred (as defined in the Credit Support Annex) by Party B to Party A on the applicable Addition Commitment Date.
Sample 1
Independent Amount. For purposes of the Credit Support Annex, on each Valuation Date the Independent Amount applicable to Party B in respect of the Transaction evidenced hereby but only in the context of Unlevered Portfolio Reference Obligations shall mean an amount equal to the aggregate of the UPRO Independent Amounts determined in respect of each Unlevered Portfolio Reference Obligation then comprised in the Unlevered Portfolio. For purposes hereof, “UPRO Independent Amount” means, in respect of an Unlevered Portfolio Reference Obligation, the USD Equivalent of the (i) in respect of any Valuation Date occurring at any time other than the Ramp-Down Period, the Traded Book Value of such Unlevered Portfolio Reference Obligation, or (ii) in respect of any Valuation Date occurring during the Ramp-Down Period, the Book Value of such Unlevered Portfolio Reference Obligation. Notwithstanding the terms of the Credit Support Annex, the UPRO Independent Amount attributable to a Unlevered Portfolio Reference Obligation shall be Transferred (as defined in the Credit Support Annex) by Party B to the Custodian under the terms of the Custodian Agreement on the applicable Addition Commitment Date.
Sample 1
Independent Amount 
Sample 1

Related to Independent Amount

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Auditor If: (a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or (b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

  • Agreement Amount The Grantee acknowledges and agrees that, notwithstanding any other provision of this Agreement, the maximum amount payable by the City under this Agreement for the initial ## month term shall not exceed the amount approved by City Council, which is $ (dollar amount), and $ (dollar amount) per ## month extension option, for a total Agreement amount of $ . Continuation of the Agreement beyond the initial ## months is specifically contingent upon the availability and allocation of funding, and authorization by City Council. Additional compensation terms are included in Exhibit B.3.

  • Independent Agreement Notwithstanding any other provision of this Agreement, including the recitals hereof, the parties agree that the Lease Agreement executed between the parties thereto shall be a separate and independent document from this Agreement, and irrespective of whether any provision of this Agreement or the entirety hereof shall be held invalid or unenforceable by any court of competent jurisdiction, the Lease Agreement shall be construed, interpreted, and otherwise regarded separate and apart from this Agreement. The parties hereto specifically note that the considerations and terms provided for in this Agreement and provided for in the Lease Agreement are the only considerations and terms for which the parties thereto have executed this Agreement.

  • Settlement Amount If the Non-Defaulting Party has declared an Early Termination Date pursuant to Section 7.2(b), the Non-Defaulting Party shall have the right to (i) accelerate all amounts owing between the Defaulting Party and the Non-Defaulting Party and to liquidate and terminate the undertakings set forth in this Agreement as between the Defaulting Party and the Non-Defaulting Party; and (ii) withhold any payments due to the Defaulting Party under this Agreement pending payment of the Termination Payment. The Non-Defaulting Party will calculate, in a commercially reasonable manner, the Settlement Amount with respect to the Defaulting Party’s obligations under the Agreement and shall net the Settlement Amount in the manner provided for in Section 7.3(c).

  • Independent Contract Consideration Upon the Effective Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50) (the “Independent Contract Consideration”), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all events.

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