Sharing Events Sample Clauses

Sharing Events. Special Sharing and Conversion Provisions Applicable to Revolving Facility Lenders (a) On the date of the occurrence of a Sharing Event, automatically (and without the taking of any action): (i) all then Revolving Facility Outstandings then maintained in, and all Outstanding L/C Amounts owed in, one or more currencies other than euros shall be automatically converted into Outstandings maintained in, or owing in, euros (in an amount equal to the Euro Amount of the aggregate principal amount of the respective Outstandings on the date such Sharing Event first occurred, which such Outstandings shall continue to be owed by the Borrower and shall be immediately due and payable on the date such Sharing Event has occurred); and (ii) all principal, accrued and unpaid interest and other amounts owing with respect to such Outstandings or Documentary Credit (except in respect of Utilisations which have not yet occurred) shall be immediately due and payable in euros, taking the Euro Amount of such principal, accrued and unpaid interest and other amounts. The occurrence of any conversion of Revolving Facility Advances as provided above in this Clause 28.18 shall be deemed to constitute, for purposes of Clause 33.2 (Break Costs), a prepayment of the respective Revolving Facility Outstandings before the last day of any Term relating thereto. (b) Upon the occurrence of a Sharing Event, automatically (and without the taking of any action): (i) all then Swingline Facility Outstandings then maintained in one or more currencies other than euros shall be automatically converted into Swingline Facility Outstandings maintained in euros (in an amount equal to the Euro Amount of the aggregate principal amount of the respective Swingline Facility Outstandings on the date such Sharing Event first occurred, which such Outstandings shall continue to be owed by the Borrower and shall be immediately due and payable on the date such Sharing Event has occurred); and (ii) all accrued and unpaid interest and other amounts owing with respect to such Outstandings shall be immediately due and payable in euros, taking the Euro Amount of such accrued and unpaid interest and other amounts. (c) Upon the occurrence of a Sharing Event, each Revolving Facility Lender shall (and hereby unconditionally and irrevocably agrees to) purchase and sell (in each case in euro) undivided participating interests in the Revolving Facility Outstandings and Outstanding L/C Amounts, in such amounts so that each Revol...
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Sharing Events. Upon the occurrence of an Event of Default and the conversion of all Advances denominated in any Committed Foreign Currency into Dollars pursuant to Section 2.09(b)(iii) (a “Sharing Event”), the Administrative Agent shall notify each Non-Qualified Lender of its obligation to fund its participation in each Fronting Advance. Each Non-Qualified Lender shall make the amount of its participation in each such Fronting Advance available to the Administrative Agent for the account of the Fronting Bank, by deposit of such amount (in Dollars) to the Administrative Agent’s Account, in same day funds, not later than 1:00 P.M. (New York City time) on the Business Day specified in such notice.
Sample 1

Related to Sharing Events

  • Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

  • Liquidating Events The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) The sale of all or substantially all of the assets of the Company; and (b) The determination of the Managing Member to dissolve, wind up, and liquidate the Company. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.

  • Special Events For the purposes of this Agreement, “special events” are defined as:

  • Liquidation Events (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • Dissolving Events The Partnership shall be liquidated and dissolved in the manner hereinafter provided upon the happening of any of the following events, whichever first occurs: (a) the written action of the General Partner to terminate the Partnership; Carrabba’s/Mid East, Limited Partnership 12 (b) the entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom; (c) the withdrawal of the General Partner; or (d) any other event that would cause the dissolution of the Partnership under the Act.

  • Subsequent Taxable Events If, within 10 years from the date on which the relevant Participating TO's Interconnection Facilities are placed in service, (i) the Interconnection Customer Breaches the covenants contained in Article 5.17.2, (ii) a "disqualification event" occurs within the meaning of IRS Notice 88-129, or (iii) this LGIA terminates and the Participating TO retains ownership of the Interconnection Facilities and Network Upgrades, the Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax liability imposed on the Participating TO, calculated using the methodology described in Article 5.17.4 and in accordance with IRS Notice 90- 60.

  • Dissolution Events The Company shall be terminated and dissolved at such time or upon the happening of such events as shall be determined by the Member.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

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