Nonrenewing Financial Institutions; Decreases Sample Clauses

Nonrenewing Financial Institutions; Decreases. Notwithstanding anything to the contrary set forth in Section 1.3 or Section 1.5(b) or 1.5(c) hereof, in accordance with the Amendment no. 4 to fifth amended and restated receivables purchase agreement provisions of Section 1.5(a), the Administrative Seller may, with the prior written consent of all Financial Institutions other than the Nonrenewing Financial Institution, either (i) with the prior written consent of all Financial Institutions other than the Nonrenewing Financial Institution or (ii) without such consent if the Facility Limit hereunder (being reduced for this purpose by the Commitment of the Nonrenewing Financial Institution and after giving effect any increased amount of Commitment or replacement or substitute financial institutions becoming a party hereto) would remain at or above $600 million provide the Agent with an irrevocable prior written notice in conformity with the Required Notice Period (a “Nonrenewing Financial Institution Reduction Notice”) to reduce in its entirety all of the Capital of a Nonrenewing Financial Institution on or prior to the Scheduled Liquidity Termination Date, and the Agent shall promptly notify each Purchaser of such Nonrenewing Financial Institution Reduction Notice after the Agent’s receipt thereof. Such Nonrenewing Financial Institution Reduction Notice shall designate (i) the date (the “Nonrenewing Financial Institution Termination Date”) upon which any such reduction of such Capital and termination of such Commitment shall occur (which date shall give effect to the applicable Required Notice Period and shall be on or prior to the Scheduled Liquidity Termination Date) and (ii) the total amount of such Capital to be reduced in its entirety, which shall be applied to the Purchaser Interests of the Nonrenewing Financial Institution and its related Company in accordance with the amount of Capital (if any) owing to such Nonrenewing Financial Institution, on the one hand, and the amount of Capital (if any) owing to such Company, on the other hand (the “Nonrenewing Financial Institution Reduction”). On and after the Nonrenewing Financial Institution Termination Date (after giving effect to the payment to reduce in its entirety its Capital), the Nonrenewing Financial Institution and its related Company shall no longer purchase or hold any Purchaser Interests or have any Commitment hereunder, and such Nonrenewing Financial Institution and its related Company shall duly execute a termination agreement in form and s...
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Related to Nonrenewing Financial Institutions; Decreases

  • Affected Financial Institutions No Loan Party is an Affected Financial Institution.

  • EEA Financial Institutions No Loan Party is an EEA Financial Institution.

  • Affected Financial Institution No Loan Party is an Affected Financial Institution.

  • EEA Financial Institution No Loan Party is an EEA Financial Institution.

  • Reliance by Financial Institution The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver a Secured Party Order. The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the proper party.

  • Financial Institutions Notwithstanding this Article 3, any party may provide Confidential Information to any financial institution in connection with borrowings from such financial institution by such party or any of its Controlled Related Parties, so long as prior to any such disclosure such financial institution executes a confidentiality agreement that provides protection substantially equivalent to the protection provided the parties in this Article 3.

  • Acknowledgment and Consent to Bail-In of Affected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

  • FINANCIAL INSTITUTION’S LIABILITY Liability for failure to make transfers. If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Acknowledgement and Consent to Bail-In of Affected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

  • Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEAthe applicable Resolution Authority.

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