SOFR Transition Sample Clauses

SOFR Transition. If a Term SOFR Transition Event occurs:
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SOFR Transition. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, interest on all “LIBOR Loans” (as defined in this Agreement immediately prior to the First Amendment Effective Date) denominated in Dollars outstanding under this Agreement immediately prior to the First Amendment Effective Date (such Loans, the “Existing LIBOR Loans”) shall continue to accrue and be paid based upon “LIBOR” (as defined in this Agreement immediately prior to the First Amendment Effective Date) applicable pursuant to the terms of this Agreement immediately prior to the First Amendment Effective Date solely until the expiration of the currentInterest Period” (as defined in this Agreement immediately prior to the First Amendment Effective Date) applicable thereto (at which time such Loans may be reborrowed as or converted to Base Rate Loans or SOFR Loans, as applicable, in accordance with this Agreement); provided that no Loan whose Interest Period ends on or after June 30, 2023, shall constitute an Existing LIBOR Loan.
SOFR Transition. (a) Each party hereto agrees that the Tranche B-4 SOFR Transition shall become effective without any further action of any Lender or any other Person so long as the Term Administrative Agent shall not have received, within five (5) Business Days of November 14, 2022, a written notice from Lenders constituting the Required Lenders stating that such Lenders object to the Tranche B-4 SOFR Transition, as more fully set forth in this Amendment, which, for the avoidance of doubt but subject to sub-clause (b) below, shall remove any option for any Tranche B-4 Term Loan to accrue interest at a rate based upon the LIBOR Rate and, in place thereof, to add the option for interest on such Tranche B-4 Term Loans to accrue at a rate based upon Term SOFR in a manner consistent with the provisions under which the Revolving Credit Facility accrues interest at a rate based upon Term SOFR under the Existing Credit Agreement; provided that Term SOFR with respect to the Tranche B-4 Term Loans shall not include a SOFR Adjustment.

Related to SOFR Transition

  • Term SOFR Transition Event Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (1) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (2) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph (vii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Company and Master Servicer Not to Resign Subject to the provisions of Section 6.02, neither the Company nor the Master Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Company or the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.02.

  • Transition Plan 1. A transition plan is a detailed description of the process of transferring enrollees from non-participating providers to the Health Plan's behavioral health care provider network to ensure optimal continuity of care. The transition plan shall include, but not be limited to, a timeline for transferring enrollees, description of provider clinical record transfers, scheduling of appointments, and proposed prescription drug protocols and claims approval for existing providers during the transition period. The Health Plan shall document its efforts relating to the transition plan in the enrollee’s clinical records.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

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