of Section 2 Sample Clauses
of Section 2. 03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against any L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by an L/C Issuer’s willful misconduct or gross negligence or an L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
of Section 2. 10. Notwithstanding anything to the contrary in this Agreement, any Net Proceeds of the type described in clause (d) of definition of “Net Proceeds” shall be applied ratably among the Term Loans, the Revolving Loans and the Indebtedness outstanding under the Second Lien Credit Agreement, based on the original principal amounts of each facility as of the Closing Date.
of Section 2. 9. The Change of Control Offer shall remain open at least until (i) if Borrower is required under the Indenture to offer to redeem Notes upon the occurrence of such Change of Control, the last day on which any such offer remains open, or (ii) otherwise, for at least 20 Business Days and until the close of business on the Change of Control Payment Date. Any such Change of Control Prepayment shall be made on a Business Day (the “Change of Control Payment Date”) no later than (x) if Borrower is required under the Indenture to redeem Notes upon the occurrence of such Change of Control, the first day on which Borrower is so required to redeem Notes, or (y) otherwise, 63 days following the occurrence of the Change of Control.
of Section 2. 03(e); provided that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against L/C Issuer, and L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by L/C Issuer’s willful misconduct or gross negligence or L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, and L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
of Section 2. A.6 of the Credit Agreement is hereby amended and restated in its entirety as follows:
of Section 2. 03 Borrower shall maintain on deposit with the Lender collected funds equal to the greater of: (a) fifty percent (50%) of total cash or cash equivalents of the Borrower available for investment up to a maximum of Forty Million ($40,000,000.00) Dollars; or (b) Ten Million ($10,000,000.00) Dollars (the “Compensating Balances”). If the Borrower fails to maintain the Compensating Balances, the Lender reserves the right to adjust the Applicable Rate to compensate the Lender for its loss of its required rate of return.”
of Section 2. 3.1.1 of the Lease shall be deleted and replaced with the following: “
of Section 2. 6 of the Agreement after having had a full opportunity to evaluate the status of Licensor's ability to give what the Grant set forth hereinabove in Section 3 provides.
of Section 2. 03 Borrower shall maintain on deposit with the Lender collected funds equal to the greater of: (a) fifty percent (50%) of total cash or cash equivalents of the Borrower available for investment up to a maximum of Forty Million ($40,000,000.00) Dollars; or (b) Twenty Five Million ($25,000,000.00) Dollars (the “Compensating Balances”). If the Borrower fails to maintain the Compensating Balances, the Borrower shall pay during such quarter an unused fee (“Unused Fee”) equal to the amount shown in the pricing grid in the definition of Applicable Margin times the difference between the Commitment and the average Total Outstandings during the quarter.”
of Section 2. 10. Notwithstanding the foregoing, the Borrower may use a portion of such Net Proceeds to prepay or repurchase any Other First Lien Debt, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, (A) the numerator of which is the outstanding principal amount of such Other First Lien Debt and (B) the denominator of which is the sum of the outstanding principal amount of such Other First Lien Debt and the outstanding principal amount of all Classes of Term Loans.