Wind-Down Provisions Sample Clauses

Wind-Down Provisions. (a) The "
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Wind-Down Provisions. The Parties agree to work together in good faith to effect an orderly wind down of the School Bus Stop Arm Program in the event of termination or expiration, which at a minimum shall be carried out in accordance with the following guidelines: In the event of termination or expiration of this Agreement, BusPatrol shall be relieved of any further obligations related to the installation, operation and maintenance of the BusPatrol System within the School District. The School District and BusPatrol shall agree upon a methodical and efficient schedule for BusPatrol to remove all BusPatrol Equipment from the School Buses, at no cost to School District. Unless agreed- upon otherwise, BusPatrol shall have a minimum of 180 calendar BP/Pennsylvania MSA days following the date of termination or expiration to complete the removal of all BusPatrol Equipment. Notwithstanding any other provision of this Agreement to the contrary, the School District and BusPatrol agree that any Notice of Violation issued prior to the effective date of termination or expiration shall continue to be processed and administered by BusPatrol according to the provisions of this Agreement, including the Technology Fees/Revenue Sharing provisions in Article 5.0. BusPatrol shall, within a reasonable amount of time, deliver to the School District a final report regarding the issuance of Notices of Violation and collection of fines under this Agreement. Unless the School District and BusPatrol have agreed to enter into a new agreement relating to the BusPatrol System or have agreed to extend the Term of this Agreement, the School District shall immediately cease using the BusPatrol System upon termination of expiration of this Agreement, and shall allow BusPatrol to remove any and all BusPatrol Equipment installed in connection with BusPatrol's performance of this Agreement. At BusPatrol's option, interior wiring harnesses may be abandoned in place. BusPatrol shall repair all cosmetic damage to the School District’s buses caused when BusPatrol removes BusPatrol Equipment or other items installed by BusPatrol in the School District’s buses.
Sample 1
Wind-Down Provisions. In the case of cancellation or expiration of the HSL program, the following provisions shall apply: -All existing borrower interest rates in effect as of the date of program cancellation shall remain in effect until final payment of the loans, provided that VEIC has made the required IBR payment for the full term of the loans in accordance with Attachment B. -When the portfolio of HSL loans issued under this Contract is fully retired, the Contractor shall return to VEIC all remaining LLR funds. [Company Name] ATTACHMENT B: Payment Provisions & Invoicing Data Requirements Maximum amount payable: $XXX; this value represents the maximum total payment under this Contract for interest rate buy-downs (IRB) and loan loss reserves (LLR). Payment will be made to Contractor based on IRB and LLR calculated values for loans that have closed during each invoice period. All invoices submitted by the Contractor to VEIC shall make reference to “Contract” and the contract number appearing at the top of Page 1 of this Contract. Invoices must be submitted monthly with required loan data using the Invoice Reporting Template (see Exhibit 1). Invoices submitted without the required Reporting or cost breakdown will be returned to the Contractor. Contractor shall invoice for the funding of the reserve as part of its standard invoicing for loans originated during the invoice period. Billing for LLR payments shall be identified separate from billing for interest rate buy-downs. A sample invoice is included in Exhibit 1. Required Loan Data for Invoice (provided monthly); see Exhibit 1- Contractor Invoice Reporting Template Excel spreadsheet with following information for each loan, along with totaled values, where specified below: • Loan close date • Loan amount (principal) • Primary project measure category • Secondary project measure category (if applicable) • Town of borrower • Whether borrower is a Vermont Gas customer • Loan income tier category (A, B, C, D) • Loans determined to qualify as “low income” • Full Cost Interest rate, Discounted Interest Rate, and the interest rate difference between them. • Interest rate buy-down dollar amount (using net present value calculator) • Loans denied (total number of loans denied, and total principal amount denied, broken out income tier per loan) • Loan loss reserve dollar amount (based on terms of this agreement) • Length of loan term • Total cost of IRB for the invoice period • Total cost of LLR for the invoice period • Total cost of ...
Sample 1
Wind-Down Provisions. 18.1 In the event that the Agent determines (in its absolute discretion) that it is necessary to wind-down LBT, the Agent will notify the Lender and the Borrower by serving a Wind-Down Notice on each of them. Without prejudice to any rights of the Agent or the Lender and notwithstanding any terms to the contrary contained in any part of the Loan Agreement, upon the issuance of a Wind-Down Notice the Loan will become due and payable by the Borrower on the 30th calendar day following the date of the Wind-Down Notice, whereupon the Borrower shall immediately repay the Loan together with all interest accrued and all other sums payable under this agreement.
Sample 1
Wind-Down Provisions. (1) In the event of termination or non-renewal, Contractor and Board will agree on a wind-down plan that provides for the removal of BusPatrol equipment at BusPatrol’s full expense and other provisions called for in BusPatrol’s Supplemental Proposal. If BusPatrol does not satisfactorily remove BusPatrol’s equipment within a timeframe mutually acceptable to both parties, but not to exceed 90 calendar days, Board may remove the equipment and withhold the costs of removal from any sums due BusPatrol and/or institute legal proceedings for the cost of removal, in which event BusPatrol shall be liable for all costs of collection including reasonable attorneys’ fees.
Sample 1

Related to Wind-Down Provisions

  • Termination Provisions In this Agreement:

  • Loan Provisions [ ] A. Participant loans are permitted in accordance with the Employer's established loan procedures. [ ] B. Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

  • General Loan Provisions 25 SECTION 4.1 Interest..................................................................................... 25 SECTION 4.2 Notice and Manner of Conversion or Continuation of Loans..................................... 28 SECTION 4.3 Fees......................................................................................... 28 SECTION 4.4 Manner of Payment............................................................................ 29 SECTION 4.5 Crediting of Payments and Proceeds........................................................... 30 SECTION 4.6 Adjustments.................................................................................. 30

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • Anti-Dilution Provisions The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows:

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • Antidilution Provisions During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

  • Redemption Provisions Notwithstanding any provision to the contrary contained in the Certificate of Incorporation of Borrower, as amended from time to time (the “Charter”), if, pursuant to the redemption provisions contained in the Charter, Lender is entitled to a redemption of its Warrant, such redemption (in the case of Lender) will be at a price equal to the redemption price set forth in the Charter (the “Existing Redemption Price”). If, however, Lender delivers written notice to Borrower that the then current regulations promulgated under the SBIC Act prohibit payment of the Existing Redemption Price in the case of an SBIC (or, if applied, the Existing Redemption Price would cause the Series C Preferred Stock to lose its classification as an “equity security” and Lender has determined that such classification is unadvisable), the amount Lender will be entitled to receive shall be the greater of (i) fair market value of the securities being redeemed taking into account the rights and preferences of such securities plus any costs and expenses of the Lender incurred in making or maintaining the Warrant, and (ii) the Existing Redemption Price where the amount of accrued but unpaid dividends payable to the Lender is limited to Borrower’s earnings plus any costs and expenses of the Lender incurred in making or maintaining the Warrant; provided, however, the amount calculated in subsections (i) or (ii) above shall not exceed the Existing Redemption Price.

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