Transition to Adjusted Term SOFR Rate Sample Clauses

Transition to Adjusted Term SOFR Rate. 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. |US-DOCS\141447499.2||
AutoNDA by SimpleDocs
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Loans outstanding as of the Amendment Effective Date will continue to be determined by reference to the provisions that apply prior to the Amendment Effective Date, until the scheduled termination of each then-current Interest Period on such Loans, at which time interest shall be determined after giving effect to the Amendment.
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, any Loans outstanding as of the Conforming Changes Amendment Effective Date bearing interest at the Eurodollar Rate (as defined in the Credit Agreement) (the “Existing Eurodollar Rate Loans”) will continue to be determined by reference to the provisions of the Credit Agreement as in effect immediately prior to the Conforming Changes Amendment Effective Date that apply to the administration of the Eurodollar Rate (as defined in the Credit Agreement), until the end of the then-current Interest Period applicable to such Existing Eurodollar Rate Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Agreement. ​ ​ ​
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, any Loans outstanding as of the Conforming Changes Amendment Effective Date bearing interest at the LIBO Rate (the “Existing LIBO Rate Loans”) will continue to be determined by reference to the provisions of the Credit Agreement as in effect immediately prior to the Conforming Changes Amendment Effective Date that apply to the administration of the LIBO Rate, until the end of the then-current Interest Period applicable to such Existing LIBO Rate Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Agreement. ​ ​ ‌ ​ ‌ ​
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Existing Credit Agreement, the parties hereto acknowledge and agree that Eurocurrency Loans (as defined in the Existing Credit Agreement) that are outstanding immediately prior to the Conforming Changes Effective Date (the “Existing Eurocurrency Loans”) shall, after the Conforming Changes Effective Date, continue as Eurocurrency Loans and interest thereon shall continue to be calculated in a manner consistent with the interest calculated thereon prior to the Conforming Changes Effective Date until the end of the applicable Interest Period(s) currently in effect and applicable to such Existing Eurocurrency Loans; provided that, after the end of such applicable Interest Period(s) currently in effect and applicable to such
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Loans outstanding as of the Conforming Changes Amendment Effective Date (as set forth on Schedule 1 attached hereto) (each, an “Existing LIBO Rate Loan”) 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 (as defined in the Credit Agreement prior to giving effect to this Amendment) for such Loan expires in accordance with its terms (as set forth on Schedule 1 attached hereto) or, if earlier, as of the date of any acceleration or prepayment of such Loan (the earlier of such dates, the “LIBO Rate Expiration Date”). Upon the LIBO Rate Expiration Date for each Existing LIBO Rate Loan, such Loan shall cease to bear interest at a rate that is based upon the LIBO Rate and each such Loan shall be converted or repaid, as applicable, in accordance with the Credit Agreement, as amended by this Amendment. For the avoidance of doubt, (a) other than the Existing LIBO Rate Loans, no Loan or Borrowing shall bear interest at a rate that is based upon the LIBO Rate, (b) from the date hereof until the applicable LIBO Rate Expiration Date, each Existing LIBO Rate Loan shall bear interest at a rate equal to the sum of (i) the LIBO Rate for such Loan set forth in Schedule 1 attached hereto plus (ii) the Applicable Margin (as defined and in effect immediately prior to giving effect to this Amendment) for such Loan set forth in Schedule 1 attached hereto, (c) from and after the date hereof, no Loan or Borrowing may be made, renewed, extended or continued as a LIBO Rate Borrowing or LIBO Rate Loan, (d) all terms and provisions of the Credit Agreement (as in effect immediately prior to giving effect to this Amendment) that relate to LIBO Rate Borrowings or LIBO Rate Loans (including, in each case, provisions relating to breakage costs) shall continue to apply to the Existing LIBO Rate Loans, and (e) unless otherwise indicated or defined in this Amendment, each capitalized term in this Section 7 shall have the meaning ascribed such term in the Credit Agreement (prior to giving effect to this Amendment). ​

Related to Transition to Adjusted Term SOFR Rate

  • Contract Term Adjustment “Contract Term Adjustment” means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Automatic Renewal Limitation for TIPS Sales No TIPS Sale may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale Supplemental Agreement containing an “Automatic Renewal” clause that conflicts with these terms is rendered void and unenforceable.

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

  • 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: (i) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (A) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability. (ii) No installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option. (iii) Should the exercisability of this option be accelerated upon a Change in Control, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option first becomes exercisable in the calendar year in which the Change in Control occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such Change in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option. (iv) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted.

  • Initial and Adjusted Exercise Price Except as otherwise provided in Section 8 hereof, the initial exercise price of each Warrant shall be $____ [120% of the initial public offering price] per share of Common Stock. The adjusted exercise price shall be the price which shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 8 hereof.

  • Long Term Cost Evaluation Criterion # 4 READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not i ncrease your catalog prices (as defined herein) more than X% annually over the previous year for years two and thr ee and potentially year four, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIP S, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentati on, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from th e “Attachments” section, complete according to the instructions on the form, then uploading the completed form, wit h any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they ma y apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@t xxx-xxx.xxx

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Long Term Cost Evaluation Criterion 4. READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not increase your catalog prices (as defined herein) more than X% annually over the previous year for the life of the contract, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIPS, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentation, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from the “Attachments” section, complete according to the instructions on the form, then uploading the completed form, with any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they may apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@xxxx-xxx.xxx If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law clauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to read as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!