INTERNATIONAL BUSINESS DISPOSITION Sample Clauses

INTERNATIONAL BUSINESS DISPOSITION. Subject to the Intercreditor Agreement, upon the occurrence of an International Business Disposition, Parent and International Holdings shall cause the lesser of either (i) all International Net Proceeds or (ii) the amount required to repay in full the Obligations (including the Make-Whole Amount, the Incremental Delayed Draw Exit Fee, and Prepayment Fee, calculated as if the Obligations were being paid in full as of such date) to be remitted by the recipient thereof to Administrative Agent for the benefit of the Lenders for application to the Obligations and, after payment in full of all Obligations any surplus remaining therefrom shall be paid to Parent. Notwithstanding the foregoing provisions of this Section 6.23 or anything else in the Loan Documents to the contrary, if the International Net Proceeds are not sufficient to pay all Obligations in full in cash, the Loan Parties shall nevertheless be jointly and severally liable to pay all Obligations in full in cash on the date of the International Business Disposition.
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INTERNATIONAL BUSINESS DISPOSITION. Following an International Business Disposition, (i) all Commitments shall immediately terminate, and (ii) no further Loans may be requested by Administrative Borrower and Lender Parties shall have no further obligation to make any Loans or to cause an Issuing Bank to issue any Letters of Credit under this Agreement.
Sample 1
INTERNATIONAL BUSINESS DISPOSITION. Parent and International Holdings shall cause the lesser of either (i) all International Net Proceeds or (ii) the amount required to repay in full the Obligations (including the Make-Whole Amount and Prepayment Fee, calculated as if the Obligations were paid in full as of such date) (the lesser of (i) and (ii), the "Escrow Funds") to be remitted by the recipient thereof to Parent, within five (5) Business Days of the receipt thereof, and Parent shall, as soon as reasonably practicable, and within five (5) Business Days of the receipt thereof, deposit such Escrow Funds into a third-party escrow account (the "Escrow Account") that is subject to an escrow agreement (the "Escrow Agreement") by and among Parent, Collateral Agent and an escrow agent reasonably acceptable to Collateral Agent and Parent. The Escrow Agreement shall be in form and substance reasonably satisfactory to Collateral Agent and Parent and shall provide for the release of any funds necessary to cause the payment in full of the Obligations on the Escrow Release Date (to the extent that the Obligations are not paid in full and the Commitments terminated in accordance with this Agreement prior to the Escrow Release Date). Collateral Agent shall be granted a first-priority security interest in the Escrow Funds and the Escrow Account as security for the Obligations. Parent shall, or shall cause any Subsidiary of Parent to, execute any such additional documents or agreements as may be reasonably requested by Collateral Agent to evidence Collateral Agent's first priority lien and security interest in the Escrow Funds and the Escrow Account. Upon payment in full of all Obligations and the termination of all Commitments in accordance with this Agreement prior to the Escrow Release Date, all Escrow Funds shall be disbursed from the Escrow Account to Parent. If the Commitments have not been terminated and all Obligations have not been paid in full in accordance with this Agreement prior to the Escrow Release Date, then, on the Escrow Release Date, all Escrow Funds shall be disbursed from the Escrow Account to Administrative Agent for application to the Obligations and, after payment in full of all Obligations and termination of the Commitments in accordance with this Agreement, any surplus remaining of the Escrow Funds shall be paid to Parent.
Sample 1
INTERNATIONAL BUSINESS DISPOSITION of the Existing Credit Agreement is hereby amended to add the following paragraph after the end of Section 6.23: Notwithstanding the foregoing provisions of this Section 6.23 or anything else in the Loan Documents to the contrary, (A) from after the CF Transition Date, the Obligations, including, without limitation, all interest thereon and the Exit Fee, shall mature and be payable by the Loan Parties jointly and severally, immediately upon the International Business Disposition, (B) the International Net Proceeds shall be delivered by the Loan Parties (and the Parent shall cause International Holdings and any other Person in control thereof to so deliver such International Net Proceeds) to the Administrative Agent for the benefit of the Administrative Agent and the Lenders to pay all Obligations in full in cash, without any requirement to deposit any amounts into an Escrow Account, and (C) if the International Net Proceeds are not sufficient to pay all Obligations in full in cash, the Loan Parties shall nevertheless be jointly and severally liable to pay all Obligations in full in cash on the date of the International Business Disposition.
Sample 1

Related to INTERNATIONAL BUSINESS DISPOSITION

  • INTERNATIONAL BIDDING All offers (tenders), and all information and Product required by the solicitation or provided as explanation thereof, shall be submitted in English. All prices shall be expressed, and all payments shall be made, in United States Dollars ($US). Any offers (tenders) submitted which do not meet the above criteria will be rejected.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Ethics Matters; No Financial Interest Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html, University’s Standards of Conduct Guide available at xxxx://xxx.xxxxxxxx.xxx/systemcompliance/, and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause University employees to violate University’s Conflicts of Interest Policy, provisions described by University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement.

  • Commercial Purposes Borrower intends to use the Loan proceeds solely for business or commercial related purposes.

  • Personal Business Users may not use the Fitness Center premises for personal business without prior written approval by an authorized representative of the Fitness Center, which approval may be withheld in the Fitness Center’s sole and absolute discretion.

  • International Shopping Goods estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded on the basis of international shopping procedures in accordance with the provisions of paragraphs 3.5 and 3.6 of the Guidelines.

  • Small Business Investment Company Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

  • LOCATION WITHIN ENTERPRISE OR REINVESTMENT ZONE At the time of the Application Approval Date, the Land is within an area designated either as an enterprise zone, pursuant to Chapter 2303 of the TEXAS GOVERNMENT CODE, or a reinvestment zone, pursuant to Chapter 311 or 312 of the TEXAS TAX CODE. The legal description, and information concerning the designation, of such zone is attached to this Agreement as EXHIBIT 1 and is incorporated herein by reference for all purposes.

  • Nature of Business; International Operations Neither the Borrower nor any Restricted Subsidiary will allow any material change to be made in the character of its business as an independent oil and gas exploration and production company. From and after the date hereof, the Borrower and its Domestic Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States.

  • INTERNATIONAL BOYCOTT PROHIBITION In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2NYCRR 105.4).

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