Transition to Adjusted Term SOFR Sample Clauses

Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Loans outstanding as of the Conforming Changes Amendment Effective Date will continue to be determined by reference to the LIBOR provisions that apply prior to the Conforming Changes Amendment Effective Date, until the end of the then current Interest Period on such Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Agreement.
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Loan that constitutes a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) that is outstanding on the Amendment No. 2 Effective Date shall remain outstanding as a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) after the Amendment No. 2 Effective Date until the end of the Interest Period (as such term is defined in the Existing Credit Agreement) in effect for such Eurodollar Rate Loan and at the end of the Interest Period (as such term is defined in the Existing Credit Agreement) in effect for such Eurodollar Rate Loan, convert to an Adjusted Term SOFR Loan with an Interest Period of three (3) months; provided that, for the avoidance of doubt, at any time from and after the Amendment No. 2 Effective Date, the Borrower shall not be permitted to request a borrowing of, conversion to or continuation of any Adjusted Eurodollar Rate Loan (as defined in the Existing Credit Agreement) and all interest rates and Interest Periods for outstanding Loans shall be selected in accordance with the Credit Agreement (as amended by this Amendment). Notwithstanding any other provision herein or in any other Loan Document, the provisions of the Existing Credit Agreement applicable to a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) that is outstanding on the Amendment No. 2 Effective Date shall continue and remain in effect (notwithstanding the occurrence of the Amendment No. 2 Effective Date), solely for the purposes of making, the administration of, fee and interest payments on such Eurodollar Rate Loan, until the end of the Interest Period in effect for such Eurodollar Rate Loan, and, at the end of such Interest Period for such Eurodollar Rate Loan, such provisions shall have no further force or effect (but for the avoidance of doubt, shall remain in effect with respect to any other Eurodollar Rate Loan for which the current applicable existing Interest Period therefor has not yet ended). [Remainder of this page intentionally left blank.]
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Amended Credit Agreement, the interest on any Eurodollar Rate Advances outstanding as of immediately prior to the occurrence of the Amendment Effective Date will continue to be determined in accordance with the Credit Agreement by reference to the Eurodollar Rate, until the end of the then current Interest Period of such Eurodollar Rate Advances, at which time interest shall be determined giving effect to the Amended Credit Agreement.
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Transition to Adjusted Term SOFR. Notwithstanding any provision herein or in the Existing Credit Agreement to the contrary, the interest on any LIBOR Loans (as defined in the Existing Credit Agreement) outstanding as of the date hereof will continue to be determined by reference to the LIBOR provisions that apply prior to the Second Amendment Effective Date until the end of the then current Interest Period on such LIBOR Loans, at which time, such LIBOR Loans shall be converted to Term Benchmark Loans with an Interest Period of one month, and shall otherwise be subject to the interest rate provisions set forth in the Credit Agreement.
Sample 1
Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in any other Loan Document unless separately agreed by the Borrower and the Administrative Agent in writing after the date hereof, any Loans that constitute Eurodollar Rate Loans (as defined in the Existing Credit Agreement) (the “Existing Loans”) that are outstanding as of the Amendment No. 1 Effective Date (i) shall continue to bear interest at the LIBO Rate until the end of the applicable Interest Period (as defined in the Existing Credit Agreement) applicable to such Existing Loans and (ii) any request for a new Loan that is a Eurodollar Rate Loan or a continuation of an Existing Loan that is a Eurodollar Rate Loan shall be deemed to be a request for a new Term Benchmark Loan that bears interest by reference to the Adjusted Term SOFR or the continuation of such Existing Loan into a Term Benchmark Loan that bears interest by reference to the Adjusted Term SOFR.
Sample 1
Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Loan that constitutes a Eurocurrency Loan (as defined in the Existing Credit Agreement) that is outstanding as of the Amendment Effective Time shall continue until the end of the applicable Interest Period for such Eurocurrency Loan and the provisions of the Existing Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the occurrence of the 2 Amendment Effective Time) until the end of the applicable Interest Period for such Eurocurrency Loan, after which time such provisions shall have no further force or effect; provided that, for the avoidance of doubt, at any time on and after the Amendment Effective Time, the Borrower shall not be permitted to request a Borrowing of, conversion to, or continuation of, any Eurocurrency Loan that is a Loan outstanding as of the Amendment Effective Time. SECTION 3.
Sample 1

Related to Transition to Adjusted Term SOFR

  • Additional Terms Applicable to an Incentive Option In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant:

  • Share Termination Unit Price The value to Dealer of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property.

  • Compensation to NCPS (a) Issuer Party shall pay or cause to be paid to NCPS for its services as the facilitator of escrow as outlined in Exhibit B, which may be updated from time to time by NCPS by providing written notice to Issuer Party. Issuer Party’s obligation to pay such fees to NCPS and reimburse NCPS for such expenses is not conditioned upon a successful closing. Upon Issuer Party’s request, NCPS will provide Issuer Party with copies of all relevant invoices, receipts or other evidence of such expenses. The obligations of Issuer Party under this Section 10 shall survive any termination of this Agreement and the resignation or removal of NCPS.

  • Maximum Term of Option In no event may the Option be exercised, in whole or in part, after the tenth anniversary of the Option Date (the "Expiration Date").

  • Effective Period, Termination and Amendment; Interpretive and Additional Provisions This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Ally Financial resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.

  • Share Termination Delivery Unit One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. Failure to Deliver: Applicable

  • Relation to Plan This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistent provisions between this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the Option or its exercise.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Notification to Subsequent Employer When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

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