The Funds Flow Memorandum Sample Clauses

The Funds Flow Memorandum. 14. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document. SECOND AMENDED AND SCHEDULE 3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT EFFECTIVE AS OF 2015 (PURSUANT TO A SECOND SUPPLEMENTAL AGREEMENT WHICH EFFECTED A SECOND AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT ORIGINALLY DATED 27 JULY 2010, AS FIRST AMENDED AND RESTATED BY A SUPPLEMENTAL AGREEMENT DATED 22 OCTOBER 2012 SUCH AMENDMENTS BEING EFFECTIVE AS OF 29 OCTOBER 2012) HK$23,400,000,000 CREDIT FACILITIES for MGM CHINA HOLDINGS LIMITED and MGM GRAND PARADISE, S.A. with BANK OF CHINA LIMITED, MACAU BRANCH INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED BANK OF AMERICA, N.A. as Mandated Lead Arrangers and Bookrunners BANCO NACIONAL ULTRAMARINO, S.A. SUMITOMO MITSUI BANKING CORPORATION BARCLAYS BANK PLC BANK OF COMMUNICATIONS CO., LTD, MACAU BRANCH CHINA CONSTRUCTION BANK CORPORATION MACAU BRANCH BNP PARIBAS HONG KONG BRANCH CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHE BANK AG, SINGAPORE BRANCH WING LUNG BANK LIMITED, MACAU BRANCH JPMORGAN CHASE BANK, N.A., HONG KONG BRANCH as Mandated Lead Arrangers THE BANK OF NOVA SCOTIA XXXXX XXXX BANK LIMITED, MACAU BRANCH MORGAN XXXXXXX BANK, X.X. XXXXXX XXXXXXX SENIOR FUNDING, INC. as Lead Arrangers BANCO COMERCIAL PORTUGUES, S.A., MACAU BRANCH XXXXX XXX COMMERCIAL BANK, LTD. BANK OF EAST ASIA LTD, MACAU BRANCH SECOND AMENDED AND RESTATED CREDIT AGREEMENT FIRST COMMERCIAL BANK, MACAU BRANCH MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., OFFSHORE BANKING BRANCH TAIWAN COOPERATIVE BANK LTD., HONG KONG BRANCH BANK SINOPAC COMPANY LIMITED, MACAU BRANCH as Senior Managers with BANK OF AMERICA, N.A. as Facility Agent BANK OF AMERICA, N.A. as Issuing Bank and BANCO NACIONAL ULTRAMARINO, S.A. as Original Security Agent and BANK OF CHINA LIMITED, MACAU BRANCH as Acceding Security Agent CONTENTS Page Clause 1. Interpretation 2 2. Facilities 32 3. Purpose 33 4. Conditions Precedent 33 5. Utilisation – Loans 34 6. Letters of Credit 35 7. Repayment 41 8. Prepayment and Cancellation 43 9. Interest 48 10. Terms 50 11. Market Disruption 51 12. Taxes 52 13. Increased Costs 55 14. Mitigation 57 15. ...
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The Funds Flow Memorandum. 8. A copy of each Fifth Effective Date Utilisation Request.

Related to The Funds Flow Memorandum

  • Commencement Date Memorandum When the actual Commencement Date is determined, the parties shall execute a Commencement Date Memorandum, in the form attached hereto as EXHIBIT D, setting forth the Commencement Date and Expiration Date.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • Information Memorandum (a) The factual information in the Information Memorandum (other than factual information relating to the Target and its Affiliates) was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

  • Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.

  • Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

  • Credit Memoranda In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such Aircraft or [*], unless otherwise noted, Boeing will provide to Customer the following credit memoranda:

  • Copies of any Amendments and Supplements to the Prospectus The Company agrees to furnish the Representative, without charge, during the Prospectus Delivery Period, as many copies of each of the preliminary prospectus, the Prospectus and the Disclosure Package and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Representative may reasonably request.

  • Copies of any Amendments and Supplements to a Prospectus The Company will furnish the Placement Agent, without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

  • Offering Memorandum, Amendments or Supplements Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any such document with the Commission to which the Representative reasonably objects.

  • Offering Circular The Notes will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "ACT"). The Company has prepared an offering circular, dated April 4, 2002 (the "OFFERING CIRCULAR"), relating to the Notes. All references to this Offering Circular shall include the information incorporated by reference therein (the "INCORPORATED DOCUMENTS") Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS NOTE AND ANY CLASS A COMMON SHARES ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THIS NOTE AND ANY CLASS A COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON THAT THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT PRIOR TO SUCH TRANSFER PROVIDES TO THE TRUSTEE FOR THE NOTES A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTES (THE FORM OF THE LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THE NOTES), (4) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO SKECHERS U.S.A., INC.) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THIS NOTE, ANY CLASS A COMMON SHARES ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT."

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