NCLA Continuation Agreement Transactions Sample Clauses

NCLA Continuation Agreement Transactions. In the event that the Company and SCL have entered into the NCLA Continuation Agreement, as promptly as practicable following the NCLA Valuation Date (and in any event within 30 days thereof), the Company shall pay to SCL, by wire transfer of immediately available funds to an account specified in writing by SCL, an amount equal to $800 million, less the Aloha Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such amount, the “Payment”).
Sample 1
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NCLA Continuation Agreement Transactions. In the event that the Company and SCL have entered into the NCLA Continuation Agreement, as promptly as practicable following the NCLA Valuation Date (and in any event within 30 days thereof), the Company shall pay to SCL, by wire transfer of immediately available funds to an account specified in writing by SCL, an amount equal to $800 million, less the Aloha Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such amount, the “Payment”). 3.2 NCLA Wind-up Determination or Company Termination Election Transactions. In the event that the NCLA Wind-up Determination or the Company Termination Election has been made, then, as promptly as practicable following the NCLA Valuation Date (and in any event within 30 days thereof): (a) the Company shall pay to SCL, by wire transfer of immediately available funds to an account specified in writing by SCL, an amount equal to $460 million less any America Accumulated Book Depreciation and less any Allocable America Indebtedness; (b) the Parties shall (and the Investor and SCL shall cause the Company to) take all steps as are reasonably necessary to effectuate the sale, assignment, transfer and delivery by NCLA to SCL (or one of its Subsidiaries, other than the Company and its Subsidiaries) of all of NCLA’s right, title and interest in the Aloha Assets, free of any Encumbrances (the payment and other transactions contemplated by subsections (a) and (b) of this Section 3.2, the “Distribution,” and the date on which such Distribution occurs, the “Distribution Date”); and (c) the Company shall effectuate the assignment, transfer and delivery of the Aloha Assets described in Section 3.2(b) above through liquidations that qualify as complete liquidations under section 331 of the Code of NCLA, Pride of Aloha Inc., a Delaware corporation, and each of NCLA’s other Subsidiaries to the extent necessary.
Sample 1

Related to NCLA Continuation Agreement Transactions

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • Effective Agreement The submission of this Agreement for examination is not intended to nor shall constitute an offer to sell, or a reservation of, or option or proposal of any kind for the purchase of the Property. In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart of this Agreement has been executed and delivered by each party hereto.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination Amendment Waiver 49 Section 8.1 Termination.................................................. 49 Section 8.2

  • Continuing Agreement (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

  • Effective Agreements The execution, delivery and performance of this Agreement and each other Transaction Document that has been executed by Seller, compliance with the terms hereof and thereof and the consummation of the transactions contemplated hereby and thereby did not, and will not, violate, conflict with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under its certificate of formation or limited liability company agreement, any instrument or agreement to which it is a party or by which it is bound or which affects the Current Excess Servicing Spread, or any state or federal law, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it or to the Current Excess Servicing Spread.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

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