Use of Proceeds; Margin Regulations; Sanctions Sample Clauses

Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of all Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees and expenses incurred in connection therewith, (b) repay the obligations under the Existing Credit Agreement and (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments), in each case, not inconsistent with the terms of this Agreement, provided that Revolving Loans made on the Closing Date (if any) shall be made in an amount not to exceed $5,000,000 and shall be used solely to (i) fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex provisions under the Fee Letter and/or (ii) provide back to back support for or to replace the Existing Letter of Credit. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Borrower or of the Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person.
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Use of Proceeds; Margin Regulations; Sanctions. The proceeds of all Loans and LC Issuances shall be utilized to (a) repay the obligations under the Existing Credit Agreement, (b) finance capital expenditures and (c) provide working capital and funds for other general corporate purposes, including, without limitation, to pay fees and expenses incurred in connection with the Transactions and for Permitted Acquisitions, in each case, not inconsistent with the terms of this Agreement.
Sample 1Sample 2
Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of all Loans and LC Issuances shall be utilized to (a) repay the obligations under the Existing Credit Agreement, (b) finance capital expenditures and (c) provide working capital and funds for other general corporate purposes, including, without limitation, to pay fees and expenses incurred in connection with the Transactions and for Permitted Acquisitions, in each case, not inconsistent with the terms of this Agreement. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Borrower or of Holdings, the Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Xxxxxx Xxxxx. (c) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person.
Sample 1
Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of all Term Loans shall be utilized to (a) pay the fees, costs and expenses incurred in connection with the Transactions and (b) provide working capital and funds for other general corporate purposes. (b) No part of the proceeds of any Borrowing will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose #4848-6974-4858 of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Parent Guarantor or of the Parent Guarantor and its consolidated Restricted Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) The Borrower will use commercially reasonable efforts such that no proceeds borrowed under any Loan will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration has been obtained (in a form satisfactory to the Required Lenders) confirming that the intended “use of proceeds in Switzerland” does not result in interest payments in respect of any Loan becoming subject to a withholding or deduction for Swiss Withholding Tax. (d) The Borrower will not use any part of the proceeds of any Borrowing directly or indirectly, (i) to fund any unlawful activities or business of or with any Sanctioned Person, or in any Sanctioned Country, in each case in violation of applicable Sanctions or (ii) in any other manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender. The representation set forth in this Section 5.06(d) is not made by the Parent Guarantor or the Borrower or for the benefit of any Lender to the extent that it would violate or expose the Parent Guarantor or the Borrower or any such Lender to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and that is applicable to the Parent Guarantor, the Borro...
Sample 1
Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of all Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees, costs and expenses incurred in connection therewith, (b) consummate the Refinancing, (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments) and (d) provide back-to-back support for or to replace the Existing Letters of Credit, in each case, not inconsistent with the terms of this Agreement; provided that the aggregate principal amount of Revolving Loans made on the Closing Date (if any) shall not exceed $60,000,000 and shall be used solely to fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex or securities demand provisions under the Fee Letter. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the U.S. Borrower or of the U.S. Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) The Borrowers will use commercially reasonable efforts such that no proceeds borrowed under any Loan will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration has been obtained (in a form satisfactory to the Administrative Agent) confirming that the intended “use of proceeds in Switzerland” does not result in interest payments in respect of any Loan becoming subject to a withholding or deduction for Swiss Withholding Tax. (d) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any unlawful activities or business of or with any Person, or in any country or territory, that...
Sample 1
Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of all Loans and LC Issuances shall be utilized to (a) consummate the Closing Date Acquisition, (b) repay the obligations under the Existing Credit Agreement, (c) finance capital expenditures and (d) provide working capital and funds for other general corporate purposes, in each case, not inconsistent with the terms of this Agreement. (b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Borrower or of the Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock. (c) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person.
Sample 1
Use of Proceeds; Margin Regulations; Sanctions. (a) The proceeds of (i) all Initial Term Loans incurred on the Closing Date, Revolving Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees, costs and expenses incurred in connection therewith, (b) consummate the Refinancing, (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments) and (d) provide back-to-back support for or to replace the Existing Letters of Credit, in each case, not inconsistent with the terms of this Agreement; provided that the aggregate principal amount of Revolving Loans made on the Closing Date (if any) shall not exceed $60,000,000 and shall be used solely to fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex or securities demand provisions under the Fee Letter and (ii) all 2020 EMEA Term Loans shall be utilized to (a) consummate Amendment No. 2 and pay the fees, costs and expenses incurred in connection therewith and (b) to repay existing Indebtedness under the Revolving Facility in part.
Sample 1
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Related to Use of Proceeds; Margin Regulations; Sanctions

  • Use of Proceeds; Margin Regulations The Company will apply the proceeds of the sale of the Bonds to repay existing indebtedness and for general corporate purposes and in compliance with all laws referenced in Section 5.16. No part of the proceeds from the sale of the Bonds hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 2% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 2% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

  • Use of Proceeds; Margin Stock The proceeds of the Borrowings hereunder will be used solely for the purposes specified in Section 7.9. None of such proceeds will be used (a)(i) for the purpose of purchasing or carrying any Margin Stock or (ii) for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry Margin Stock, or (iii) for any other purpose that might constitute this transaction a “purpose credit” within the meaning of Regulation U or (b) for the acquisition of another Person unless the board of directors (or other comparable governing body) or stockholders, as appropriate, of such Person has approved such acquisition.

  • Margin Regulations Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, U or X of the Board.

  • Investment Company Act Margin Regulations (a) No Loan Party is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of the Borrowings shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any margin stock or for any other purpose that might cause any of the Credit Extensions to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB. (b) None of the Loan Parties, any Person Controlling any Loan Party, or any Subsidiary is required to be registered as an “investment company” under the Investment Company Act of 1940.

  • Compliance with Laws; Use of Proceeds Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a violation of this Section 8.1.7 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters of Credit and the proceeds of the Loans only in accordance with Section 2.8 [Use of Proceeds] and as permitted by applicable Law.

  • Loan Regulations; Definitions Section 1.01. All provisions of the Special Operations Loan Regulations of ADB, dated 1 January 2006 (“Loan Regulations”), are hereby made applicable to this Loan Agreement with the same force and effect as if they were fully set forth herein. Section 1.02. Wherever used in this Loan Agreement, the several terms defined in the Loan Regulations have the respective meanings therein set forth unless modified herein or the context otherwise requires. Additional terms used in this Loan Agreement have the following meanings:

  • Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.

  • Compliance with Investment Company Act The business and other activities of the Borrower and its Subsidiaries, including the making of the Loans hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the Transactions contemplated by the Loan Documents do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or any rules, regulations or orders issued by the Securities and Exchange Commission thereunder, in each case that are applicable to the Borrower and its Subsidiaries.

  • Use of Proceeds and Letters of Credit The proceeds of the Loans will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

  • Compliance with Certain Requirements of Regulations; Deficit Capital Accounts In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article X to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in such Member’s Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Article X may be: (i) distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company, in which case the assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement; or (b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.

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