QUALIFYING ASSETS Sample Clauses

QUALIFYING ASSETS i. The Reinsurer shall arrange for assets to be deposited into the Trust Account. Prior to depositing non-cash assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee or the Trustee’s nominee of all shares, obligations or any other assets requiring assignment in order that the Ceding Company or the Trustee, upon direction of the Ceding Company, may, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer or any other person or entity in accordance with the terms of the Trust Agreement.
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QUALIFYING ASSETS. (i) not engage in any business other than the holding, managing or both the holding and managing, of "qualifying assets" within the meaning of section 110(1) of the TCA and activities ancillary thereto;
Sample 1
QUALIFYING ASSETS. See (S)4.9(b) hereof. ----------------- Reimbursement Agreements. As defined in the Preamble hereto. ------------------------ Reimbursement Agreement Debt. Collectively, the Bank of America ---------------------------- Reimbursement Agreement Debt and the PNC Reimbursement Agreement Debt.
Sample 1
QUALIFYING ASSETS. A Portfolio Investment is a “Qualifying Asset” for purposes of this Agreement if BGSL has agreed to acquire such Portfolio Investment on or prior to the time such Portfolio Investment is acquired by Seller. Notwithstanding the foregoing, a Portfolio Investment shall not be a Qualifying Asset, as of any proposed Acquisition Date, if BGSL could not acquire such asset without (i) violating the 1940 Act (including the requirements of qualifying as a business development company), (ii) failing to comply the requirements applicable to a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, or (iii) violating an investment restriction applicable to BGSL. For the avoidance of doubt, distress, default or impairment of a Portfolio Investment shall not result in disqualification for purposes of this Agreement. Notwithstanding the foregoing, a Portfolio Investment shall not be a Qualifying Asset unless it is a loan made by Seller, or otherwise by a commercial bank, an investment bank, an investment fund or other financial institution; provided that any such loan is similar to those typically made to a commercial client or syndicated, sold or participated in by a commercial bank, institutional loan investor or other financial institution in the ordinary course of business to a U.S. middle market borrower that meets each of the following criteria: (i) such loan is a senior secured loan (i.e., first lien or unitranche loans), (ii) such loan is consistent with the investment objectives and strategies of BGSL as of the date hereof and (iii) such loan by its terms may be assigned, participated or otherwise transferred to Seller under the Agency Agreement, and further assigned, participated or otherwise transferred from Seller to BGSL pursuant to this Agreement or the Blackstone Acquirer pursuant to Section 3.3.1 of the Agency Agreement, in each case without further consent by any third party (including, without limitation, the borrower and any other lender under the underlying loan, but excluding any ordinary course consent or approval required by an agent of an underlying loan). Notwithstanding the foregoing, the following are not Qualifying Assets: (i) equity of any issuer (other than warrants or other “equity kickers”) and (ii) broadly syndicated loans (other than “anchor” investments in syndicated loans or other large founding stakes).
Sample 1
QUALIFYING ASSETS. The Reinsurer shall arrange for assets to be deposited into the Trust Account. Prior to depositing non-cash assets with the Trustee, the Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the Trustee or the Trustee’s nominee of all shares, obligations or any other assets requiring assignment in order that the Ceding Company or the Trustee, upon direction of the Ceding Company, may, whenever necessary, negotiate any such assets without consent or signature from the Reinsurer or any other person or entity, other than the Trustee, in accordance with the terms of the Trust Agreement. Assets deposited in the Trust Account shall be valued according to their current fair market value. The Trust Account assets shall consist only of Qualifying Assets. The Reinsurer shall, within ten (10) days of the end of each calendar quarter, provide the Ceding Company with a list of assets in the Trust Account as of the end of such quarter. The list shall be accompanied by a written statement from the Reinsurer that such assets are Qualifying Assets. At the end of each calendar quarter, the Reinsurer shall ensure that the assets in the Trust Account have a market value equal to or exceeding the “Required Balance” as described in paragraph 7.05.
Sample 1
QUALIFYING ASSETS. 84 Quota
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Related to QUALIFYING ASSETS

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • Qualified Small Business Stock The Company shall use commercially reasonable efforts to cause the shares of Preferred Stock issued pursuant to the Purchase Agreement, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.

  • Company Not Surviving Following Exchange Event If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Common Stock will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Dispositions and Involuntary Dispositions The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

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