Terms and Agreements Clause Samples

Terms and Agreements. (a) Each 2019 Term Loan Lender that is not, prior to the effectiveness of this Agreement, a Term Loan Lender under the Credit Agreement, hereby agrees that upon, and subject to, the occurrence of the First Amendment Effective Date, such 2019 Term Loan Lender shall be deemed to be, and shall become, a “Term Loan Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Loan Lender” and a “Lender” under, the Amended Credit Agreement and the other Loan Documents. Each 2019 Term Loan Lender shall have a 2019 Term Loan Commitment that is equal to the amount set forth opposite such 2019 Term Loan Lender’s name under the heading “2019 Term Loan Commitments” on Schedule 2.01(a) to this Agreement (such commitment hereinafter referred to as the “2019 Term Loan Commitments”). Each Credit Party and the Administrative Agent hereby agree that from and after the First Amendment Effective Date, (a) the 2019 Term Loans made pursuant to this Agreement shall constitute “Term Loans” for all purposes of the Amended Credit Agreement and the other Loan Documents, (b) each 2019 Term Loan Lender shall be a “Secured Party”, a “Lender” and a “Term Loan Lender” with respect thereto and for all purposes of, and with all of the rights and remedies of a “Term Loan Lender” and a “Lender” under, the Amended Credit Agreement and the other Loan Documents and (c) each of the 2019 Term Loan Commitments shall be a “Term Loan Commitment”, in each case for all purposes of the Amended Credit Agreement and the other Loan Documents. (b) For the avoidance of doubt and notwithstanding anything herein to the contrary, the 2019 Term Loans shall be made on June 17, 2019.

Terms and Agreements. (a) The Increase Revolving Credit Commitments provided pursuant to this Incremental Amendment shall constitute “Revolving Credit Commitments” for all purposes under the Credit Agreement and the other Loan Documents, shall be added to and become part of the Revolving Credit Facility and shall (and all Revolving Loans incurred under such Increase Revolving Credit Commitments shall) (x) be Loans and Obligations under the Credit Agreement and the other applicable Loan Documents, and (y) rank pari passu in right of payment and be secured by the relevant Security Documents, and guaranteed under the Guarantee and Collateral Agreement, on a pari passu basis with all Obligations relating to the other Closing Date Term Loans, Incremental Term Loans, if any, Revolving Loans, Letters of Credit (including L/C Obligations) and the Closing Date Term Loan Commitments, Incremental Term Loan Commitments, if any, and Revolving Credit Commitments (including the Revolving Obligations) secured by each such Security Document and guaranteed under the Guarantee and Collateral Agreement. (b) The terms and provisions (including Applicable Margins, benchmark interest rate floors, unused commitment fees and Letter of Credit fees) of the Increase Revolving Credit Commitments provided pursuant to this Incremental Amendment and Revolving Loans incurred, and Letters of Credit issued, thereunder shall be identical to those of the Revolving Credit Commitments and the Revolving Loans incurred, and Letters of Credit issued, thereunder.

Terms and Agreements. The 2022 Incremental Term Loans made pursuant to this Amendment shall constitute “Term Loans” and “Dollar Term Loans” for all purposes of the Amended Credit Agreement and the other Loan Documents, and shall have the same terms as, and be part of the same series as, the Dollar Term Loans made prior to the Amendment Effective Date.

Terms and Agreements. (a) The 2019 Incremental Term Loans made pursuant to this Agreement shall constitute “Term Loans” for all purposes of the Amended Credit Agreement and the other Loan Documents, and shall have the same terms as, and be part of the same series as, the Term Loans made prior to the Increase Effective Date; and (b) The Borrower hereby (i) agrees and acknowledges that the ZuluDesk Acquisition is a “Limited Condition Transaction” under the Credit Agreement and (ii) makes an LCT Election with respect to the ZuluDesk Acquisition. Section 1.06 of the Credit Agreement shall apply with respect to the ZuluDesk Acquisition.

Terms and Agreements. [NAME] ▇▇▇▇▇▇ resigns in lieu of termination (or is discharged), (herein referred to as “termination”) from [NAME]’s position with the CITY effective , 20 .

Terms and Agreements. BUYER HEREIN MAKES APPLICATION TO ALC HOLDING, LLC (“SELLER”), OR ANY AND ALL OF ITS SUBSIDIARIES OR AFFILIATES WHEREVER LOCATED, FOR OPEN ACCOUNT STATUS AND/OR TO UPDATE AND RECONFIRM BUYER’S EXISTING ACCOUNT AND BALANCE. BUYER AGREES THAT ITS BACKGROUND AND PERSONAL CREDIT HISTORY MAY BE EVALUATED PRIOR TO ANY EXTENSION OF CREDIT. IF OPEN ACCOUNT STATUS IS GRANTED, BUYER PROMISES TO PAY ALL INVOICES WHEN BILLED, AND ALL PAST DUE OBLIGATIONS, AND UNDERSTANDS PAYMENTS WILL BE APPLIED TO FINANCE CHARGES FIRST AND THEN PRINCIPAL. SHOULD OPEN ACCOUNT STATUS BE DENIED, BUYER UNDERSTANDS THAT IT HAS THE RIGHT TO KNOW WHY. PERMISSION IS HEREBY GRANTED TO SELLER AND/OR ITS AGENTS TO VERIFY AND/OR SUPPLEMENT THE INFORMATION STATED HEREIN. ACCOUNTS WILL BE CHARGED A 1-1/2% PER MONTH FINANCE CHARGE ON ALL PAST DUE BALANCES. ALL CLAIMS FOR SHORTAGE OR ALLOWANCES MUST BE MADE ON DATE OF DELIVERY. ARTICLES FURNISHED FOR USE IN THE IMPROVEMENT OF REAL PROPERTY MAY BE SUBJECT TO THE PRELIMINARY NOTICE AND MECHANIC’S LIEN LAWS OF THE STATE IN WHICH THEY OCCUR. ALL QUOTATIONS AND SALES ARE F.O.B. POINT OF SHIPMENT/POINT OF DELIVERY/DESTINATION UNLESS EXPRESSLY STIPULATED OTHERWISE IN WRITING. THE RISK OF LOSS OR DESTRUCTION OF, OR DAMAGE TO THE MATERIALS SHALL BE ON BUYER FROM AND AFTER DELIVERY OF THE MATERIALS TO BUYERS OR CARRIER, WHICHEVER OCCURS FIRST. SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY LOSS OR DAMAGE SUFFERED BY BUYER, DIRECTLY OR INDIRECTLY AS A RESULT OF SELLER’S FAILURE TO PERFORM, OR DELAY IN PERFORMING ANY OBLIGATION UNDER THIS ORDER WHERE SUCH A FAILURE OR DELAY IS CAUSED BY LABOR TROUBLES (INCLUDING WITHOUT LIMITATION STRIKES, SLOW DOWNS AND LOCKOUTS), CIVIL DISTURBANCE, GOVERNMENT REGULATIONS, INABILITY TO OBTAIN OR REVOCATION OF EXPORT OR IMPORT LICENSES, INTERRUPTIONS OF OR DELAY IN TRANSPORTATION, MATERIAL SHORTAGES, POWER FAILURES, ACCIDENT, OR OTHER CAUSE OF LIKE OR DIFFERENT CHARACTER BEYOND SELLER’S CONTROL. PRICES DO NOT INCLUDE TAX. TAXES WILL BE ADDED, IN ALL CASES, UNLESS AN EXEMPTION CERTIFICATE IS ON FILE WITH SELLER. BUYER SHALL PAY THE AMOUNT OF ANY APPLICABLE SALES, USE, COMPENSATING, INTANGIBLES, GROSS INCOME OR LIKE TAX, IMPORT DUTIES AND SIMILAR CHARGES LEVIED BY ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THIS ORDER. SELLER TAKES EXCEPTION TO AND HEREBY OBJECTS TO ALL HOLD HARMLESS AND INDEMNITY PROVISIONS, EITHER EXPRESS OR IMPLIED, SET FORTH IN BUYER’S ORDER THAT SEEKS TO IMPOSE LIABILITY ON SELLER. NO ALTERNATES QUOTED HEREUN...

Terms and Agreements a) The term of this Agreement is 3 years and will enter into force on b) This agreement is due for revision, renewal or termination before c) The Agent will have to pass the “Agent Academy” prior to becoming an approved Agent with NBCBC. d) This agreement supersedes and replaces all previous agreements, arrangements and understanding (if any) between the parties but shall not prejudice any rights which may already have accrued thereunder to any party. This document constitutes the entire agreement and understanding between the parties and no variation of it shall be effective unless it is signed by or on behalf of both parties by an authorized representative of both parties. e) This Agreement is geographically limited to the territory stated above in 2.a and the Agent acts as a non-exclusive representative for that territory. NBCBC may appoint other Agents in the countries/regions specified in 2.a. f) A “prospective student” is a person who, by the help of the Agent, is applying for admission to a higher education program delivered by NBCBC.

Terms and Agreements. In the interests of transparency and the public interest, these Terms are to be considered public record and may be disclosed to any individual for any purpose.

Terms and Agreements. FORCE MAJEURE ------------- As set forth in Paragraph 5 of General Terms and Conditions, Force Majeure is understood to include shutdown or permanent closing of any production unit of a facility (including mine, smelter, and/or refinery) for economic reasons. ADDITIONAL TAXES ---------------- In the event that the U.S. Government or any state government shall impose or levy, effective after the date of this agreement, any "Superfund" or environment tax upon the product which is subject to this agreement, (i) Seller shall promptly notify Buyer of such tax, to the extent that Seller is aware of it, and (ii) Buyer shall have the option of either paying or reimbursing Seller for such tax, or canceling any uncompleted deliveries provided for under this agreement. CONTRACT NO. 4003-98 ASARCO GLOBE ATTACHMENT 2 ------------ SHIPMENT: -------- Asarco ▇▇▇▇▇▇ will ship into consignment at Asarco Denver at a rate such as to maintain an average consignment inventory of approximately 120 N.T. When consignment inventory is reduced to 180 N.T. ▇▇▇▇▇▇ will schedule to produce and ship an additional kettle of approximately 220 N.T. into the consignment location. Globe plant is to advise lead product sales when inventory reaches 180 N.T. EXHIBIT VI NOTE: AGREEMENT SUBJECT TO LESSOR APPROVAL AND COMMENT. EQUIPMENT SUBLEASE AGREEMENT EQUIPMENT SUBLEASE AGREEMENT (this "Agreement") entered into and effective as of the [ ]th day of August, 1998, by and between ASARCO INCORPORATED, a New Jersey corporation, with its principal business office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("ASARCO"), and THE DOE RUN RESOURCES CORPORATION, a New York corporation with its principal business office at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Doe Run").