The Cdn Sample Clauses

The Cdn. Borrower and the U.S. Borrower, as borrowers (the "BORROWERS"), the Persons from time to time parties to such agreement as lenders (the "LENDERS"), the Administrative Agent, as administrative agent for the Lenders, Bankers Trust Company, as syndication agent, Canadian Imperial Bank of Commerce and Bankers Trust Company, as co-arrangers, and Dresdner Bank Canada and Dresdner Bank AG New York Branch, as documentation agents, are parties to a credit agreement dated as of August 11, 1997 as amended by amending agreements dated as of October 31, 1997, February 19, 1998 and June 24, 1998 (the "CREDIT AGREEMENT").
Sample 1See All (4)
The Cdn. Loans made by each Cdn. Lender shall be evidenced by a promissory note payable in Cdn. Dollars, substantially in the form of Exhibit B, and a promissory note payable in U.S. Dollars, substantially in the form of Exhibit C, each payable to the order of such Lender (each as amended, supplemented or otherwise modified from time to time, a "Cdn. Note"), executed by the Cdn. Borrower and delivered to the Agent on the Closing Date. Each Cdn. Note of each Cdn. Lender shall be in a stated maximum principal amount equal to such Lender's Commitment.
Sample 1Sample 2
The Cdn. Borrower undertakes at all times that any Accommodation is outstanding to it or any other amount is owed by it under any Credit Document to maintain at the Administrative Agent's Cdn. Payment Branch an account in Cdn. Dollars and an account in U.S. Dollars which the Administrative Agent shall be entitled to debit with such amounts as are from time to time required to be paid by such Borrower under the Credit Documents, as and when such amounts are due, and that each such account will contain sufficient funds for such purpose. All payments by the Cdn. Borrower under the Credit Documents (except for payments prior to the Maturity Date to the Cdn. Operating Lender under the Cdn. Operating Line which shall be made directly to the Cdn. Operating Lender in accordance with arrangements entered into between the Cdn. Borrower and the Cdn. Operating Lender from time to time), unless otherwise expressly provided in such Credit Document, shall be made to the Administrative Agent at the Administrative Agent's Cdn. Payment Branch for the Rateable account of the Lenders entitled to such payment not later than 12:00 noon for value on the date when due, and shall be made in immediately available funds without set-off or counterclaim. All payments by the U.S. Borrower under the Credit Documents (except for payments prior to the Maturity Date to a U.S. Operating Lender under a U.S. Operating Line which shall be made directly to such U.S. Operating Lender in accordance with arrangements entered into between the U.S. Borrower and such U.S. Operating Lender from time to time), unless otherwise expressly provided in such Credit Document, shall be made to the Administrative Agent at the Administrative Agent's U.S. Payment Branch for the Rateable account of the Lenders entitled to such payment not later than 12:00 noon for value on the date when due, and shall be made in immediately available funds without set-off or counterclaim. Unless the Administrative Agent shall have been notified by a Borrower not later than the Business Day prior to the date on which any payment to be made by such Borrower under a Credit Document is due that such Borrower does not intend to remit such payment, the Administrative Agent shall be entitled to assume that such Borrower has remitted or will remit such payment when so due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to each applicable Lender on such payment date an amount equal t...
Sample 1
The Cdn. Borrower shall pay to the Agent for the ratable benefit of the Cdn. Lenders on the first Business Day of each month, commencing with the month immediately following the Closing Date, and on the Expiration Date, in arrears, an unused line fee equal to three-eighths of one percent (.375%) per annum of the difference, if positive, between (i) US$7,000,000 and (ii) the average daily outstanding amount of the Cdn. Loans plus the average daily aggregate undrawn amount available for drawing under all Cdn. Letters of Credit during the immediately preceding month or portion thereof.
Sample 1
The Cdn. Dollar Amount of all outstanding Letters of Credit at any time will not exceed Cdn. $25,000,000. For the purpose of calculating such amount and the Undisbursed Revolving
Sample 1
The Cdn. Borrower has furnished the Administrative Agent with its most recent annual and quarterly consolidated financial statements; all such financial statements have been prepared in accordance with GAAP, except as stated in such financial statements or in the notes to such financial statements; each balance sheet contained in such financial statements, when read with the deconsolidation and reconciliation accompanying such financial statements, presents fairly the Modified Consolidated financial position of the Cdn. Borrower as at the date of such balance sheet; and each statement of profit and loss contained in such 107 SECTION 7.01 financial statements when read with the deconsolidation and reconciliation accompanying such financial statements, presents fairly the Modified Consolidated results of the Cdn. Borrower's operations for the periods indicated; the Cdn. Borrower has also furnished the Administrative Agent with the Pro Forma Financial Statements and such Pro Forma Financial Statements have been, and on delivery of the same the June 30 Pro Forma Financial Statements will have been, prepared in accordance with GAAP, expressly state all of the underlying assumptions on which they have been prepared all of which assumptions are reasonable in the circumstances, and constitute a reasonably true and accurate description of the combined financial position and financial performance of the Restricted Parties (including all Acquisitions made on or prior July 31, 1997) as of the date of, and for the financial period ending on the date of, such Pro Forma Financial Statements;
Sample 1
The Cdn. Borrower agrees to accept each such Prime Rate Loan and irrevocably authorizes and directs the applicable Lender to apply the proceeds of each such Loan in payment of the liability of the Cdn. Borrower with respect to the related Bankers' Acceptance or BA Equivalent Note. Notwithstanding any other provision of this Agreement, all Prime Rate Loans made as contemplated by this subsection shall be payable on demand by the Administrative Agent or the applicable Lender.
Sample 1
The Cdn. Borrower and the U.S. Borrower, as borrowers (the "BORROWERS"), the Persons from time to time party to such agreement as lenders (the "LENDERS"), the Administrative Agent, as administrative agent for the Lenders, Bankers Trust Company, as syndication agent, Canadian Imperial Bank of Commerce and Bankers Trust Company, as co-arrangers, and Dresdner Bank Canada, Dresdner Bank AG New York Branch and Royal Bank of Canada, as documentation agents, are parties to a credit agreement dated as of August 11, 1997 (the "CREDIT AGREEMENT").
Sample 1
The Cdn. Dollar Amount of any Borrowing under the Revolving Commitments shall not exceed the Undisbursed Revolving Commitments on the date on which the applicable Notice of Borrowing is delivered to the Agent.
Sample 1

Related to The Cdn

  • The Advisor Subject to the provisions of Section 3 of this Agreement, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor or any of its officers, directors or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; provided, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or material breach of this Agreement on the part of the Advisor, its officers, directors, shareholders and employees and each person controlling the Advisor, (ii) the Advisor and its officers, directors, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlement.

  • The Fund SERV Eligible Unit Servicing Agent shall be indemnified ratably by the affected Trust and held harmless against any loss or liability accruing to it without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the operations of the Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises, including without limitation any loss, liability or expense incurred in acting pursuant to written directions to the Fund/SERV Eligible Unit Servicing Agent given by the Trustee or Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Fund/SERV Eligible Unit Servicing Agent deems necessary in its discretion to protect the Trust and the rights and interests of the Fund/SERV Eligible Unit holders pursuant to the terms of this Indenture.

  • The Customer a) It refers to the Natural or Juridical Person signing this BANKING PRODUCTS AND SERVICES AGREEMENT by stamping their signature on the activation form of any banking service or by signing on the signature cards of the account (s) as it appears in the files of THE BANK, and the persons appointed by him in any accounts or BANK SERVICES and includes its successors and persons authorized by him to carry out any banking operation, to draw, to dispose of the funds deposited in THE BANK and to instruct the BANK, or the person (s) joining this BANKING PRODUCTS AND SERVICES AGREEMENT by including them in an activation form for any banking service or by signing the account (s), as it appears in the files of THE BANK. Therefore, references to THE CUSTOMER in this BANKING PRODUCTS AND SERVICES AGREEMENT shall be applied and shall be binding upon each and every one of the persons having the status of CUSTOMER, and the assignees, agents or representatives thereof, who declare that they accept each and every one of the terms and conditions set forth in this BANKING PRODUCTS AND SERVICES AGREEMENT, and also declares that the information supplied by them to the BANK is true. b) Any reference to a person such as "DEBTOR", "CO-DEBTOR", "GUARANTOR", "GUARANTEE", "SIGNATURE", "MAIN CUSTOMER", "ADDITIONAL CUSTOMER", "CARDHOLDER" or "ACCOUNT HOLDER", GENERAL CONDITIONS or PARTICULAR CONDITIONS in this, or any document or communication of THE BANK, refers also to THE CUSTOMER; Therefore, any liability of the CUSTOMER shall be payable by such person.

  • LITERATURE, ADVERTISEMENTS, AND SOCIAL MEDIA 29 A. Any written information or literature, including educational or promotional materials, 30 distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related 31 to this Agreement must be approved at least thirty (30) days in advance and in writing by 32 ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written 33 materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, 34 and electronic media such as the Internet. 35 B. Any advertisement through radio, television broadcast, or the Internet, for educational or 36 promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this 37 Agreement must be approved in advance at least thirty (30) days and in writing by ADMINISTRATOR. 1 C. If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube or other publicly 2 available social media sites) in support of the services described within this Agreement, 3 CONTRACTOR shall develop social media policies and procedures and have them available to 4 ADMINISTRATOR upon reasonable notice. CONTRACTOR shall inform ADMINISTRATOR of all 5 forms of social media used to either directly or indirectly support the services described within this 6 Agreement. CONTRACTOR shall comply with COUNTY Social Media Use Policy and Procedures as 7 they pertain to any social media developed in support of the services described within this Agreement. 8 CONTRACTOR shall also include any required funding statement information on social media when 9 required by ADMINISTRATOR. 10 D. Any information as described in Subparagraphs A. and B. above shall not imply endorsement 11 by COUNTY, unless ADMINISTRATOR consents thereto in writing. 12

  • The Custodian The Depositary has initially appointed Citibank, N.A. – Hong Kong as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in the Cayman Islands and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank may at any time act as Custodian of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.

  • The Card (a) The Card shall be used by the Cardholder and any additional Card shall be used by the Authorized Cardholder exclusively and always within the limits of the balance available in the Card Account and/or the credit limit approved by the Bank and notified to the Cardholder and/or the holder of the Card Account from time to time in a manner the Bank deems appropriate, subject to the provisions of paragraph 15. It is understood that the initial limit will be notified to the Cardholder upon delivery of the Card. In case the Cardholder wishes to have a lower limit or a higher limit he should notify the Bank accordingly. (b) The Cardholder and, where applicable, the Authorized Cardholder is not entitled to use the Card or the additional Card, respectively, in excess of the limit which is mentioned above. If, however, for any reason the Cardholder and/or the Authorized Cardholder exceeds such limits, the Cardholder and/or the holder of the Card Account and/or the Authorized Cardholder undertakes to settle the unauthorized overdraft plus interest and/or any other charges, immediately upon the Bank's request, subject to the provisions of any applicable law and in accordance with the operating terms of the abovementioned Card Account and the Cards Terms and Conditions. (c) The Card is the property of the Bank. The Cardholder must return his Card and any additional Card to the Bank on demand. The Bank may from time to time issue new Cards of a type different to the one the Cardholder applied for, in parallel and/or to replace the existing ones. The signature of the application form and of this Agreement for the issuance of a Card shall be deemed as an application of the Cardholder for the issuance of any new Cards to the Cardholder and the Authorized Cardholder, where applicable, as explained above. If the type of Card changes, the number of the Card and, where applicable, the number of the Card Account may also change. If the Cardholder and/or the holder of the Card Account does not agree with such change, the Agreement may be terminated according to paragraph 11 below, without any charge. (d) The Cardholder and/or the Authorized Cardholder should use the Card and/or the additional Card, respectively, only during the validity period shown on it. (e) Unless otherwise provided in these Cards Terms and Conditions, the Cardholder and/or the holder of the Card Account are liable to the Bank for all Transactions that incur from the use of the Card and irrevocably authorize the Bank to settle all Transactions by debiting the Card Account. Where applicable, and in accordance to any applicable law, the Authorized Cardholder may also be liable for his acts and omissions. (f) In the context of offering a better quality of service to the Bank’s customers, the Contactless Payments service is provided, in order to render Transactions faster and easier. During the use of this service, the Card does not come into direct contact with the terminal. For Transactions below a certain amount, which remains in restricted levels for security purposes, there is no need to enter a PIN or signature. (g) The Card must not be used to obtain goods, tickets or services for resale in the course of a business or return for cash. (h) When using the Card, the Cardholder and the Authorized Cardholder must comply with all applicable laws. (i) The Card must not be used for illegal purposes.

  • The Merchant (Customer) undertakes to comply with all the terms and conditions of this contract and all laws relevant to the subject matter of this contract.

  • The Client The Subcontractor acknowledges that any work performed under this Agreement must be in accordance with the latest version agreement(s) (“Prime Contract”) made between the Contractor and ______________________ with a mailing address of ______________________, City of ______________________, State of ______________________ (“Client”).

  • The U S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

  • CONTEMPLATED HEREBY The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

Most Referenced Clauses

Most Referenced Definitions