Most favoured nations. The Guarantor undertakes that if at any time after the Effective Date it enters into any financial contract or financial document relating to any Financial Indebtedness with or which has the support of any export credit agency and which contains pari passu provisions or cross default provisions which are more favourable to the lenders than those contained in paragraph (l) of clause 11.2 (Continuing representations and warranties) of the Loan Agreement and clause 18.6 (Cross default) of the Loan Agreement respectively, the Guarantor shall immediately notify the Borrower and the Facility Agent of such provisions and the relevant provisions contained in the Loan Agreement shall be deemed amended so that such more favourable pari passu provisions or cross default provisions are granted to the Creditor Parties pursuant to the Loan Agreement.
Most favoured nations. 8.1 Subject to clause 8.2: The pricing (i.e. Charges + Administration Fee) you offer to Participating Agencies must be lower than the pricing you offer to Non-Participating Agencies for equivalent services. If you instead offer lower pricing to a Non-Participating Agency, the relevant Charges payable by all Purchasing Agencies will reduce to the level of the lower pricing offered. However, there are exceptions: e.g. where the Charges offered to a Participating Agency are based on a fixed fee, a volume based discount or a fee calculated by reference to the total cost of the associated construction project.
(a) you will ensure that the pricing you offer to any Non- Participating Agency for any services equivalent to your Construction Consultancy Services is not equal to, or less than:
(i) the Charges, based on, or derived from, the Standard Fees and/or the Rates; plus
(ii) the Administration Fee, that would be offered to Participating Agencies for those Construction Consultancy Services; and
(b) if you do offer more favourable pricing to a Non-Participating Agency, then the relevant Charges payable by all Purchasing Agencies under all of your Agency Purchase Agreements and your Standard Fees and Rates will immediately reduce to the level of the more favourable pricing offered.
8.2 Clause 8.1 will not apply to any pricing offered by you to a Non- Participating Agency that is based on:
(a) a fixed fee;
(b) a volume based discount subject to clause 8.3;
(c) a fee calculated by reference to the total cost of the associated construction project; or
(d) fees and rates that you prove to our reasonable satisfaction:
(i) are not profitably sustainable for you to offer to all Participating Agencies; or
(ii) should not be offered across all Participating Agencies.
8.3 Any volume based discounts that you offer must be be offered to all Participating Agencies that request a similar or equivalent volume of Construction Consultancy Services from you, and you will provide us with notice of all such volume based discount offers to any Eligible Agency at the time the offer is made.
8.4 Any change to the Charges required to maintain compliance with clause 8.1(b) will be reflected in your Services Listing and each of your Agency Purchase Agreements.
8.5 From time to time upon request, you will send us a certificate signed by your Chief Executive confirming that you have fulfilled your obligations under this clause 8.
8.6 For the purposes of this clause 8, a Non-Participating Ag...
Most favoured nations. The Borrower will ensure that, if the Borrower or the Guarantor provides to any lender as at the Effective Date, or provides to any other lender in the future, a financial ratio or other form of financial measurement covenant which is not specifically included in this Agreement, then this Agreement shall be deemed to have been amended automatically to have the benefit of such other present or future financial ratio or other form of financial measurement covenant; provided that if any such present or future financial ratio or other form of financial measurement covenant provided by the Borrower or the Guarantor to another lender and not specifically included in this Agreement is changed or eliminated, the same change or elimination will automatically apply to this Agreement. For greater certainty, but without limitation, a covenant to maintain any particular type or class of assets or any particular type or class of liabilities (as the terms “asset” and “liability” are used under GAAP) at a specified maximum or minimum dollar amount (for example, a covenant that indebtedness will not exceed a fixed dollar amount) shall not constitute a “financial ratio or other financial measurement covenant”; however, a covenant such as a net worth covenant, which is not limited to any particular type or class of assets or any particular type or class of liabilities, shall constitute a “financial ratio or other financial measurement covenant”.
Most favoured nations. 19.1 Each of the Manager and Eurobulk hereby agree, and undertake to Euromar and each of the Owners, that the terms of this Agreement in relation to the provision of the Management Services or otherwise shall be better than or at least equal to, on a most favoured nations basis, the terms of the Existing Eurobulk Management Agreement and the Existing Eurochart Management Agreement.
Most favoured nations. (a) Notwithstanding any other provision of this Agreement, if any Shareholder contractually acquires a shareholder-related right or benefit that is contemplated by or the subject of Clauses 3.5, 3.6, 4.1, or 5 of this Agreement and is, in the good-faith and reasonable opinion of Athyrium, more favourable in comparison to such corresponding right or benefit established in favour of Athyrium under this Agreement, then the Company shall, insofar as it is capable under Applicable Law, offer such right or benefit to Athyrium, including by facilitating any necessary corporate approvals in connection therewith; provided, that, for the avoidance of doubt, Athyrium’s right under this provision shall not extend to shareholder-related rights or benefits that are contemplated by the Articles (as may be amended in a manner permitted by this Agreement), including without limitation the ranking of classes of capital stock of the Company in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption.
(b) Athyrium’s right under Clause 10.1(a) shall lapse in its entirety upon it failing to purchase its full pre-emptive entitlement under the Articles or Clause 4.2(a), as applicable, in connection with a bona fide debt or equity financing of the Company, except where Athyrium, Norgine, and Korys each agree to waive all pre-emptive entitlements under the Articles and Clause 4.2 in connection with such financing.
Most favoured nations. During the term of this Agreement, within thirty (30) days of execution of an agreement for Instinet to provide to a third party which is not an Instinet Subscriber (acting in its capacity as an Instinet Subscriber ) (i) any Data on terms more favorable than contained herein (including with respect to redistribution rights and frequency of updates), or (ii) any other equity data, Instinet shall offer, by providing written notice to the Director of Content of Reuters, the right to license the same content under the same terms and conditions as agreed by Instinet and such third party. In the event that Reuters becomes aware that an Instinet Subscriber not acting in its capacity as an Instinet Subscriber has the right to license any Data on more favorable terms and/or any other equity data, Reuters shall advise Instinet and the Parties shall work together to determine whether such offering is subject to this Section 2.5. This Section 2.5 shall not apply to any access to any third party if and to the extent that such access is mandated by any regulatory authority of competent jurisdiction.
Most favoured nations. 63 5.16 Landlord Consents................................................................. 64 5.17
Most favoured nations. The Borrower will ensure that, if the Borrower provides (other than pursuant to the Tranche A Exit Facility Agreement) to any lender as at the Effective Date, or provides to any other lender in the future, a financial ratio or other form of financial measurement covenant which is not specifically included in this Agreement, or which is more restrictive than the corresponding covenant in this Agreement, then this Agreement shall be deemed to have been amended automatically to have the benefit of such other present or future financial ratio or other form of financial measurement covenant; provided that if any such present or future financial ratio or other form of financial measurement covenant provided by the Borrower to another lender and not specifically included in this Agreement is changed or eliminated, the same change or elimination will automatically apply to this Agreement. For greater certainty, but without limitation, a covenant to maintain any particular type or class of assets or any particular type or class of liabilities (as the terms “asset” and “liability” are used under GAAP) at a specified maximum or minimum dollar amount (for example, a covenant that indebtedness will not exceed a fixed dollar amount) shall not constitute a “financial ratio or other financial measurement covenant”; however, a covenant such as a net worth covenant, which is not limited to any particular type or class of assets or any particular type or class of liabilities, shall constitute a “financial ratio or other financial measurement covenant”.
Most favoured nations. The Guarantor shall ensure at all times during the Security period that the financial covenants described in Clause 20.2 (Guarantor's financial covenants) are no less favourable to the financial covenants granted or to be granted by the Guarantor under any existing or, as the case may be, future credit or loan facility or indenture agreement (or guarantee thereof) creating Financial Indebtedness to which the Guarantor or any of its Subsidiaries is a party or any amendment or supplement to that credit, loan facility or indenture agreement (or guarantee thereof) or any agreement creating Financial Indebtedness to refinance or otherwise substitute any existing Financial Indebtedness of, or guarantee by, the Guarantor, Provided that, for the avoidance of doubt, for the purpose of this Clause any covenant regarding the provision of cash collateral or restricted cash of any sort granted to other banks, financiers or other financial institutions shall not constitute a financial covenant for the purposes of this Clause. Notwithstanding this Clause 20.3 (Most favoured Nations) above, the Guarantor shall promptly advise the Facility Agent of those arrangements and covenants in advance and shall, upon the Facility Agent's request (acting on the instructions of the Majority Lenders), enter into such documentation which amends and supplements this Agreement and the other Finance Documents, as the Majority Lenders may require in order to achieve parity with other banks, financiers or other financial institutions under the relevant financing of the Guarantor.
Most favoured nations. If Licensor enters into or has entered into an agreement with a third party for the distribution of any of the Programs, that includes terms that are more favorable than those contained in this Agreement, then Licensee has the right to incorporate, or substitute as the case may be such term or terms into this Agreement effective as of the date such term or terms were accorded to such third party. Licensor shall provide to Licensee, no later than February 28 in each year, a certificate confirming that, during the immediately preceding calendar year, Licensor did not enter into such an agreement or, if it did enter into such agreement, confirming the effective date thereof and identifying the term contained therein which is more favorable than that contained in this Agreement. Neither party shall disclose the contents of this Agreement to any person, other than their respective professional advisors and then only on a confidential basis, other than as may be required by court order. Neither party shall issue a press release or make any other public announcement or disclosure of any kind with respect to this Agreement, its existence or status or the transactions contemplated hereby without the prior written consent of the other party.
