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”). 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
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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”).
Sample 1

Related to NCLA Continuation Agreement Transactions

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

  • Transaction Agreement The execution and delivery of each Confirmation between the Seller and the Purchaser shall be an agreement between such parties to the effect that, with respect to the Primary Portfolio described therein, and subject to the terms hereof and thereof, (i) the Seller shall sell, and the Purchaser shall purchase, on the Transaction Settlement Date all of the Seller’s right, title and interest in and to the Primary Portfolio Excess Spread and all proceeds thereof and the Secondary Portfolio Excess Spread and all proceeds thereof, all in exchange for the payment of the Transaction Purchase Price, and (ii) each party shall perform its duties under this Agreement as supplemented and amended by such Confirmation.

  • 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.

  • Designation Agreement Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (herein collectively called the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. Escrow Agent is either (x) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (y) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). Accordingly:

  • Termination of Merger Agreement 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 35 SECTION 7.01. Termination................................................................................ 35 SECTION 7.02.

  • Continuing Agreement This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Credit Party Obligations (other than those obligations that expressly survive the termination of this Credit Agreement) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than those obligations that expressly survive the termination of this Credit Agreement) under the Credit Documents and the Administrative Agent shall, at the request and expense of the Borrower, deliver all the Collateral in its possession to the Borrower and release all Liens on the Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all Liens of the Administrative Agent shall reattach to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party 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.

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