Permitted Receivables Transactions Sample Clauses

Permitted Receivables Transactions. On each date upon which the Parent or any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) receives Permitted Receivables Transaction Proceeds (but excluding in any event proceeds of subsequent sales of Receivables Facility Assets pursuant to a Permitted Receivables Transaction after the initial sale of Receivables Facility Assets has occurred thereunder except to the extent the respective sale increases the Permitted Receivables Transaction Outstandings to an amount in excess of the previous highest amount of Permitted Receivables Transaction Outstandings theretofore in effect), the Borrower shall be required to apply in accordance with Clause 13.3 (
Sample 1Sample 2
AutoNDA by SimpleDocs
Permitted Receivables Transactions. On each date upon which the Parent or any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) receives Permitted Receivables Transaction Proceeds, the Parent or the relevant Subsidiary shall: (i) so long as no Event of Default has occurred and is continuing at the time of receipt by the Parent or any of its Subsidiaries, as the case may be, of such Permitted Receivables Transaction Proceeds: (A) if the amount of Adjusted Permitted Receivables Transaction Outstandings is less than or equal to €200,000,000, be permitted to retain 100% of the relevant Permitted Receivables Transaction Proceeds; or (B) if the amount of Adjusted Permitted Receivables Transaction Outstandings is greater than €200,000,000 but less than or equal to €300,000,000, be required to apply in accordance with Clause 13.3 (Application of Mandatory Prepayments) the relevant Applicable Proceeds in an amount equal to 50 per cent. of the amount of such Adjusted Permitted Receivables Transaction Outstandings less the higher of (i) €200,000,000 and (ii) the Adjusted Permitted Receivables Transaction Outstandings prior to receipt of such Applicable Proceeds; or (C) if the amount of Adjusted Permitted Receivables Transaction Outstandings is greater than €300,000,000, be required to apply in accordance with Clause 13.3 (Application of Mandatory Prepayments) the relevant Applicable Proceeds in an amount equal to 100 per cent. of the amount of such Adjusted Permitted Receivables Transaction Outstandings less the higher of (i) €300,000,000 and (ii) the Adjusted Permitted Receivables Transaction Outstandings prior to receipt of such Applicable Proceeds and, if prior to such receipt, the aggregate Adjusted Permitted Receivables Transaction Outstandings were less than or equal to €300,000,000 an amount equal to 50 per cent. of the difference between €300,000,000 and the higher of (i) €200,000,000 and (ii) the Adjusted Permitted Receivables Transaction Outstandings prior to receipt of such Applicable Proceeds; and provided that the maximum aggregate amount of all Applicable Proceeds to be retained by the Parent and its Subsidiaries shall not exceed €250,000,000; and (ii) if at any time an Event of Default has occurred and is continuing, be required to apply in accordance with Clause 13.3 (Application of Mandatory Prepayments) an amount equal to 100 per cent. of such Permitted Receivables Transaction Proceeds received after the occurrence of such Event o...
Sample 1Sample 2
Permitted Receivables Transactions. Any sale or sales of, and/or securitization of, or transfer of, any Receivables of the Borrowers pursuant to which (a) the Receivables SPV realizes aggregate net proceeds of not more than $75,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding does not exceed $75,000,000, (b) the Receivables shall be transferred or sold to the Receivables SPV at fair market value or at a market discount, and shall not exceed $100,000,000 in the aggregate at any one time and (c) obligations arising therefrom shall be non-recourse to the Borrower and its Subsidiaries (other than the Receivables SPV).
Sample 1
Permitted Receivables Transactions. For purposes of this Section 6.04, a "
Sample 1
Permitted Receivables Transactions. (a) The following new definitions are added in alphabetical order in Section 1.01 of the Credit Agreement:
Sample 1
Permitted Receivables Transactions. Any sale or sales of, and/or securitization of, or transfer of, any Receivables of the Borrowers pursuant to which (a) the Receivables SPV realizes aggregate net proceeds of not more than $100,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding does not exceed $100,000,000, (b) the Receivables shall be transferred or sold to the Receivables SPV at fair market value or at a market discount, and shall not exceed $125,000,000 in the aggregate at any one time and (c) obligations arising therefrom shall be non-recourse to the Borrower and its Subsidiaries (other than the Receivables SPV). Person. Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. Pxxxxx County LLC. Pxxxxx County Recycling, Composting and Disposal, LLC, a Washington limited liability company. Pxxxxx County Management. Pxxxxx County Landfill Management, Inc., a Delaware corporation. Pxxxxx County Put. The put option of the minority interest holders in both Pxxxxx County LLC and Pxxxxx County Management, the exercise of which would obligate the Parent to purchase the additional interests of both Pxxxxx County LLC and Pxxxxx County Management for cash. Platform. See §6.4. Pricing Level Leverage Ratio Applicable Eurodollar Margin (per annum) Applicable Base Rate Margin (per annum) Applicable L/C Margin (per annum) Applicable Commitment Rate (per annum) Any change in the applicable margin shall become effective on the first day after receipt by the Lenders of financial statements delivered pursuant to §6.4(a) or (b) which indicate a change in the Leverage Ratio. If at any time such financial statements are not delivered within the time periods specified in §6.4(a) or (b), the applicable margin shall be the highest rate set forth in the respective column of the Pricing Table, subject to adjustment upon actual receipt of such financial statements. In the event either the Borrowers or the Administrative Agent determine, in good faith, that the calculation of the Leverage Ratio on which the applicable margin for any particular period was determined is inaccurate and, as a consequence thereof, the applicable margin utilized by the Lenders was low...
Sample 1
Permitted Receivables Transactions. On each date upon which the Parent or any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) receives Permitted Receivables Transaction Proceeds (but excluding in any event proceeds of subsequent sales of Receivables Facility
Sample 1
AutoNDA by SimpleDocs
Permitted Receivables Transactions. Any sale or sales of, and/or securitization of, or transfer of, any Receivables of the Borrowers pursuant to which (a) the Receivables SPV realizes aggregate net proceeds of not more than $75,000,000 at any one time outstanding, including, without limitation, any revolving purchase(s) of Receivables where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) for such Receivables at any time outstanding does not exceed $75,000,000, (b) the Receivables shall be transferred or sold to the Receivables SPV at fair market value or at a market discount, and shall not exceed $100,000,000 in the aggregate at any one time and (c) obligations arising therefrom shall be non-recourse to the Borrower and its Subsidiaries (other than the Receivables SPV). Xxxxxx County LLC. Xxxxxx County Recycling, Composting and Disposal, LLC, a Washington limited liability company. Xxxxxx County Management. Xxxxxx County Landfill Management, Inc., a Delaware corporation. Xxxxxx County Put. The put option of the minority interest holders in both Xxxxxx County LLC and Xxxxxx County Management, the exercise of which would obligate the Parent to purchase the additional interests of both Xxxxxx County LLC and Xxxxxx County Management for cash. Post-Closing Agreement. The Post-Closing Agreement to be dated as of the Closing Date between the Borrowers and the Administrative Agent. Post-Closing Facility Increase. See §18(g). Pricing Table I. Greater than or equal to 3.50:1 2.00% 0.50% 2.00% 0.50% II. Greater than or equal to 3.00:1 but less than 3.50:1 1.625% 0.125% 1.625% 0.375% III. Greater than or equal to 2.50:1 but less than 3.00:1 1.25% 0.00% 1.25% 0.30% IV. Greater than or equal to 2.00:1 but less than 2.50:1 1.00% 0.00% 1.00% 0.25% VI. Less than 2.00:1 0.875% 0.00% 0.875% 0.20% Any change in the applicable margin shall become effective on the first day after receipt by the Lenders of financial statements delivered pursuant to §7.4(a) or (b) which indicate a change in the Leverage Ratio. If at any time such financial statements are not delivered within the time periods specified in §7.4(a) or (b), the applicable margin shall be the highest rate set forth in the respective column of the Pricing Table, subject to adjustment upon actual receipt of such financial statements. Notwithstanding the above, the pricing for the period commencing on the Closing Date until the date on which the Borrowers deliver to the Administrative Agent a Compliance Certifica...
Sample 1

Related to Permitted Receivables Transactions

  • Receivables in Force No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable.

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • INTERIM ASSET SERVICING ARRANGEMENT With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being designated as "Pool Assets"), during the term of this Arrangement, the Assuming Bank shall:

  • Transactions Involving Collateral Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

  • Securitization In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

  • Transaction Processing All orders are subject to acceptance by us and by the Fund or its transfer agent, and become effective only upon confirmation by us. If required by law, each transaction shall be confirmed in writing on a fully disclosed basis and if confirmed by us, a copy of each confirmation shall be sent to you if you so request. All sales are made subject to receipt of shares by us from the Funds. We reserve the right in our discretion, without notice, to suspend the sale of shares of the Funds or withdraw the offering of shares of the Funds entirely. Orders will be effected at the price(s) next computed on the day they are received if, as set forth in the applicable Fund’s current Prospectus, the orders are received by us or an agent appointed by us or the Fund prior to the close of trading on the New York Stock Exchange, generally 4:00 p.m. eastern time (“Close of Trading”). Orders received after that time will be effected at the price(s) computed on the next business day. All orders must be accompanied by payment in U.S. Dollars. Orders payable by check must be drawn payable in U.S. Dollars on a U.S. bank, for the full amount of the investment. If you have entered into a FundSERV Agreement with us to effect transactions in Fund shares through FundSERV, you are hereby authorized to act on our behalf for the limited purpose of receiving purchase, exchange and redemption orders for Fund shares executed through FundSERV. You represent and warrant that all orders for the purchase, exchange or redemption of Fund shares transmitted to FundSERV for processing on or as of a given business day (Day 1) shall have been received by you prior to the Close of Trading on Day 1. Such orders shall receive the share price next calculated following the Close of Trading on Day 1 .You represent and warrant that orders received by you after the Close of Trading on Day 1 shall be treated by you and transmitted to FundSERV as if received on the next business day (Day 2). Such orders shall receive the share price next calculated following the Close of Trading on Day 2. You represent that you have systems in place reasonably designed to prevent orders received after the Close of Trading on Day 1 from being executed with orders received before the Close of Trading on Day 1.

  • Securities Transactions The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder. The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

  • Contractual Obligations and Similar Investments From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!