Index Replacement Sample Clauses

Index Replacement. (i) Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of an Index Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR (Dollar) with an Index Replacement. Any such amendment with respect to an Index Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR (Dollar) with an Index Replacement pursuant to this Section 12.01(c) will occur prior to the applicable Index Transition Date. (ii) In connection with the implementation of an Index Replacement, the Administrative Agent will have the right to make LIBOR (Dollar) Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such LIBOR (Dollar) Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of an Index Transition Event or an Early Opt-in Election, as applicable, and its related Index Replacement Date and Index Transition Date, (ii) the implementation of any Index Replacement, (iii) the effectiveness of any LIBOR (Dollar) Successor Rate Conforming Changes and (iv) the commencement or conclusion of any Index Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 12.01(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this S...
Sample 1
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Index Replacement. Notwithstanding anything to the contrary herein or in any other Program Document, if: (i) (A) an Index Transition Event or, as the case may be, an Early Opt-in Election and (B) an Index Replacement Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current Index, then such Index Replacement will replace the then-current Index for all purposes under this Agreement and under any other Program Document in respect of such Index setting and subsequent Index settings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Program Document; provided that if upon either (A) the occurrence of an Index Transition Event, or (B) in connection with determining the Index Replacement relating to the LIBO Rate, a reasonable determination is made by Buyer (or Agent on behalf of Buyer) that neither of the alternatives under clause (1) or (2) of the definition of Index Replacement are available, the Index Replacement selected under clause (3) or (4) of the definition of Index Replacement will replace the then-current Index for all purposes under this Agreement and under any other Program Document in respect of such Index setting and subsequent Index settings on the thirtieth (30th) calendar day (or if such day is not a Business Day, the next succeeding Business Day) after the date notice of such Index Replacement is provided to Seller without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Program Document, unless prior to such date Seller shall notify Buyer of its election to terminate this Agreement pursuant to clause (c) of this Section 3(j); provided that, for the avoidance of doubt, solely in the event that the then-current Index at the time of such Index Transition Event is not a SOFR-based rate, the Index Replacement therefor shall be determined in 118109294\V-13 accordance with clause (1) or (2) of the definition of Index Replacement unless Buyer (or Agent on behalf of Buyer) determines that neither of such alternative rates is available, and, to the extent the Index Replacement is determined in accordance with clause (1) or (2) of the definition of Index Replacement, such Index Replacement will replace the then-current Index for all purposes hereunder and under any Program Agreement in respect of such Index setting and subsequent Index settings without req...
Sample 1
Index Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if an Index Transition Event and its related Index Replacement Date have occurred prior to any setting of the then-current Index, then such Index Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Index settings without any amendment to, or further action or consent of any other party to, this Master Agreement or any other Loan Document.
Sample 1
Index Replacement. If Bank determines (which determination shall be conclusive and binding upon all parties hereto absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining the 1-Month Term SOFR including, without limitation, because the 1-Month Term is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the Federal Reserve, Bloomberg, AFX, CME or any successor administrator of the 1-Month Term SOFR or a Governmental Entity having or purporting to have jurisdiction over Bank or such administrator has made a public statement identifying a specific date after which the 1-Month Term SOFR shall or will no longer be representative or made available, or used for determining the interest rate of loans, or shall or will otherwise cease, or 1-Month Term SOFR has failed to comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that, at the time of such statement, there is no successor administrator that is satisfactory to Bank, that will continue to provide such applicable 1-Month Term SOFR after such specific date; then, Bank may amend this Agreement solely for purpose of replacing the 1-Month Term SOFR with another alternate benchmark rate, which shall be the sum of an alternate benchmark rate, and a benchmark rate spread adjustment (which may be a positive or negative value or zero), selected by Bank giving due consideration to (i) any evolving or then-existing market convention for determining a rate of interest and spread adjustment, or method for calculating such spread adjustment, for the replacement for the then-current benchmark rate for U.S. dollar-denominated syndicated or bilateral credit facilities at such time, or (ii) as may be necessary or appropriate in the opinion of Bank to achieve a final all-in interest rate substantially equivalent to that in effect prior to the cessation of 1-Month Term SOFR (the “Successor Rate”). Such Successor Rate will become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Successor Rate is provided to the Borrower without any amendment to this Agreement or further action or consent of the Borrower. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.
Sample 1
Index Replacement. Notwithstanding anything to the contrary herein or in any other Repurchase Document, if: (i) (A) an Index Transition Event or, as the case may be, an Early Opt-in Election and (B) an Index Replacement Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current Index, then such Index Replacement will replace the then-current Index for all purposes under this Repurchase Agreement and under any other Repurchase Document in respect of such Index setting and subsequent Index settings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Repurchase Agreement or any other Repurchase Document, or (ii) (A) an Index Transition Event or, as the case may be, an Early Opt-in Election and the Index Replacement Date with respect thereto has already occurred prior to the Reference Time for any setting of the then-current Index and as a result the then- current Index is being determined in accordance with clauses (2), (3) or (4) of the definition of “Index Replacement”; and
Sample 1
Index Replacement. In the event that the Bureau of Labor Statistics stops publishing or substantially changes the content or format of the CPI, the Parties will substitute another comparable index published by a mutually agreeable source; provided, however, that if the change is merely to redefine the base period to some other period, the Parties will continue to use the affected index but will, if necessary, convert either the current or prior level of such index to the same basis as the other by using an appropriate conversion factor. 163 SCHEDULE E (to the Services Agreement) Side Letter ----------- 164 U.S. TRUST CORPORATION 114 XXXX 00XX XXXXXX XXX XXXX, XX 00000-0000 TELEPHONE 212 000-0000
Sample 1

Related to Index Replacement

  • Benchmark Replacement Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

  • Card Replacement If you need to replace your Card for any reason, please contact us at 0-000-000-0000 to request a replacement Card. You will be required to provide personal information which may include your Card number, full name, transaction history, and similar information to help us verify your identity. There is a fee for replacing your Card. For information about the fee, please see the Schedule of Account Fees and Terms below.

  • Benchmark Replacement Setting Notwithstanding anything to the contrary herein or in any other Loan Document:

  • Tool Replacement Personal tools worn out and/or broken on the job will be replaced on a like- for-like basis by the Employer, provided the tool is turned in to the Employer and the Employer had knowledge the tool was being used on the job. If an employee has his/her tools stolen from a state vehicle, the Employer will replace those tools, as long as no employee negligence has occurred.

  • Emergency Replacement SAP may replace a Subprocessor without advance notice where the reason for the change is outside of SAP’s reasonable control and prompt replacement is required for security or other urgent reasons. In this case, SAP will inform Customer of the replacement Subprocessor as soon as possible following its appointment. Section 6.3 applies accordingly.

  • Card Replacement Fee If your account is subject to a Card Replacement Fee, a fee will be charged for each replacement card that is issued to you for any reason.

  • Benchmark Replacement Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • Repair and Replacement Company shall be responsible to Lessor for reasonable replacement costs, or reasonable repair costs of all Equipment which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Equipment at the time of such loss. Prior to repairing the Equipment, Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Equipment is lost or stolen, Company shall file a police report.

  • Replacement Parts Replacement parts for goods purchased by Buyer are for the purpose of this Section defined as “Parts” (and are also considered “goods” under this Order). Unless specified otherwise by Buyer in writing, Supplier shall provide Parts (or upon Buyer’s written consent, an alternative replacement part that provides the same form, fit and function as the Part(s)) for a period of twenty (20) years after production of the goods (into which the applicable Parts are incorporated) ceases. Supplier shall continue to supply such Parts past the twenty (20) year period if Buyer orders at least twenty (20) Parts per year during such twenty-year period. The prices for any Parts purchased in the first two (2) years of the twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set up charges shall be permitted by Supplier or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Supplier’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the twenty-year period, Supplier shall continue to maintain in good working condition all Supplier-owned tooling required to produce the Parts and shall not dispose of such tooling without offering Buyer the right of first refusal to purchase such tooling.

  • Exchange and Replacement Subject to Section 7, this Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Section 1, for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Shares which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of Shares as shall be designated by said holder hereof at the time of such surrender. Upon receipt by the Company at the office or agency referred to in Section 1 of evidence reasonably satisfactory to it of the loss, theft or destruction of this Warrant and of indemnity or security reasonably satisfactory to it (provided that the written indemnity of the holder hereof shall be deemed reasonably satisfactory to the Company for such purposes), the Company will deliver a new Warrant of like tenor and date in replacement of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any transfer, exchange or replacement. The Company will pay all expenses and charges payable in connection with the preparation, execution and delivery of Warrants pursuant to Section 7 and this Section 8.

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