Specified Provisions Sample Clauses

Specified Provisions. The Co-Borrowers and each other Loan Party hereby confirm and agree that, from and after the Amendment No. 8 Effective Date, the Company shall not, nor shall it permit any of its Restricted Subsidiaries to: (a) after giving effect to the Associated Transactions (as defined in Amendment No. 7), incur Incremental Term Loans, establish Incremental Revolving Commitments or otherwise incur Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt pursuant to the capacity provided by subclause (x) of the proviso to the first sentence of Section 2.14(a) of the Credit Agreement, whether through Section 2.14 of the Credit Agreement or through Section 7.03(t) of the Credit Agreement; (b) create, incur, assume or suffer to exist any Indebtedness pursuant to the capacity provided by Section 7.03(s) of the Credit Agreement in an aggregate principal amount exceeding $75,000,000 at any one time outstanding; (c) declare or make, directly or indirectly, any Restricted Payment pursuant to Section 7.06(j) or Section 7.06(l) of the Credit Agreement; and/or (d) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (X) the Senior Unsecured Notes, (Y) the Senior Secured Notes or (Z) any Subordinated Debt pursuant to Section 7.09(a)(iii) or Section 7.09(a)(iv) of the Credit Agreement. Each Loan Party hereby confirms and agrees that any failure to perform or observe any covenant or agreement contained in the previous sentence shall constitute an Event of Default under Section 8.01(b) of the Credit Agreement.
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Specified Provisions. ISO Certification and Additional Processes. The Distribution Agreement shall provide that the Company will establish ISO 9001 certification and the following processes: (i) Change Control Process; (ii) Training Process; (iii) Non-Conforming Process; and (iv) Corrective and Preventive Actions (CAPA) Process.
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Specified Provisions. Other than the Specified Provisions, neither the terms or provisions of, nor the consummation of the transactions contemplated by, either Acquisition shall create or result in any breach or violation of any terms of any Loan Document or create or result in any Default or Event of Default (regardless of the effectiveness of this Consent).
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Specified Provisions. (a) Prior to the Closing, ▇▇▇▇ Seller will cause Allstate Settlement Corporation, Allstate International Assignments, Ltd. and Allstate Assignment Company (the “Settlement Companies”) to amend its charter with the form of amendment included as Exhibit I. (b) After the Closing and for so long as ▇▇▇▇ Seller’s surety bonds covering the obligation of Allstate Settlement Corporation remain outstanding, or any guarantee or similar arrangement by ▇▇▇▇ Seller or any of its Affiliates covering the obligations of the Settlement Companies or the payout annuity obligations of the Company or ALNY in respect thereof remain outstanding, Buyer will not, and will cause each Settlement Company not to, take any of the following actions in the provisions set forth below (the “Specified Provisions”) with respect to such Settlement Company absent ▇▇▇▇ Seller’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed: (i) enter into, or permit any of such Settlement Company’s assets to be subject to, any contract, understanding or agreement, other than the PA Business Contracts, this Agreement and any tax sharing agreement of any consolidated, combined, affiliated, unitary or similar Tax group of which such Settlement Company is a member; (ii) amend the charter in a manner that would change, amend, supersede, be inconsistent with or impact the effectiveness of, any of the Specified Provisions in such Settlement Company’s charter; (iii) amend, restate, modify, supplement, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to any amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of any obligations of third parties under, or enter into any agreement inconsistent with, such Settlement Company’s organizational documents (other than to change the name of such Settlement Company as contemplated by this Agreement) or the PA Business Contracts; in the event any such organizational document or PA Business Contract is so amended, restated, modified, supplemented, terminated, altered or waived (which, for purposes of certainty, must in all cases be effected in accordance with this Section 5.17(b)(iii)), such Settlement Company shall furnish ALIC Seller with a fully-executed original or copy of such document as so amended, restated, modified, supplemented, terminated, altered or waived, as the case may be promptly foll...
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Specified Provisions. Notwithstanding anything set forth in Schedule 5(a) to the contrary, solely in the event that a Collateral Event has occurred, the Purchase Price payable by Option Holder in respect of an exercise of the Option shall be payable, in cash, securities, property or other assets (as determined by Option Holder in its sole discretion), in an aggregate amount equal to the product of (i) the applicable number of shares of Parent Class A Common Stock listed in the table above under the column entitled “Purchase Price (Parent Class A Common Stock)”, and (ii) the Current Market Value (as defined below) of a share of Parent Class A Common Stock as of the date of the applicable Exercise Notice or Put Exercise Notice. For purposes hereof:
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Related to Specified Provisions

  • Required Provisions (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

  • Void Provisions If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

  • CHANGE OF CONTROL RELATED PROVISIONS Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

  • FULLY BARGAINED PROVISIONS A. This Agreement represents and incorporates the complete and final understanding and settlement by the parties of all bargainable issues which were or could have been the subject of negotiations. During the term of this Agreement, neither party will be required to negotiate with respect to any such matter whether or not covered by this Agreement, and whether or not within the knowledge or contemplation of either or both of the parties at the time they negotiated or signed this Agreement. B. This Agreement shall not be modified in whole or in part by the parties except by an instrument in writing only executed by both parties.

  • Invalid Provisions If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.