Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A attached hereto.
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit B hereto.
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A attached hereto. Availability Reserve shall mean an amount equal to the sum of:
Examples of Assignment and Transfer Agreement in a sentence
Each assignment of a Commitment hereunder must be made pursuant to an Assignment and Transfer Agreement.
This Assignment and Transfer Agreement, between the Assignor (as defined and set forth on Schedule 1 hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule 1 hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule 1 hereto and made a part hereof).
Upon execution of an Assignment and Transfer Agreement, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and obligations of CITBC as the case may be hereunder and (ii) CITBC shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Financing Agreement.
Capitalized terms used in this Assignment and Transfer Agreement (this “Agreement”) and not otherwise defined shall have the meanings given to such terms in the Financing Agreement.
The Notice of Withdrawal must be signed by the person(s) who signed the Assignment and Transfer Agreement sent to Madison and must contain a Medallion Signature Guarantee.
More Definitions of Assignment and Transfer Agreement
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A attached hereto. Availability shall mean the amount by which: (a) the Borrowing Base exceeds (b) the outstanding aggregate amount of all outstanding Revolving Loans (with the aggregate undrawn amount of the outstanding Letters of Credit not to be included in the calculation of the aggregate amount of all outstanding Revolving Loans). Availability Reserve shall mean, as to any Company, the sum of: (a) (i) three (3) months rental payments or similar charges for any of such Company’s leased premises or other Collateral locations for which such Company has not delivered to the Agent a landlord’s waiver in form and substance reasonably satisfactory to the Agent, plus (ii) three (3) months estimated payments plus any other fees or charges owing by such Company to any applicable warehousemen or third party processor (as determined by the Agent in its reasonable business judgment), provided that any of the foregoing amounts shall be adjusted from time to time hereafter upon (x) delivery to the Agent of any such acceptable waiver, (y) the opening or closing of a Collateral location, and/or (z) any change in the amount of rental, storage or processor payments or similar charges; (b) any reserve which the Agent in its credit judgment requires in connection with fuel taxes and sales taxes; (c) any reserve which the Agent may reasonably require from time to time pursuant to this Financing Agreement, including without limitation, for Letters of Credit pursuant to Paragraph 5.1 of Section 5 hereof; (d) any reserves which the Agent in its sole discretion deems advisable in connection with the Permitted Indebtedness or the Sterling Intercreditor Agreement; and (e) such other reserves as the Agent deems necessary in its reasonable judgment as a result of (i) negative forecasts and/or trends in such Company’s business, industry, prospects, profits, operations or financial condition, or (ii) other issues, circumstances or facts that could otherwise negatively impact the Companies, or any one of them, their business, prospects, profits, operations, industry, financial condition or assets. Banking Services shall mean each and any of the following bank services provided to any Company: (a) commercial credit cards, and (b) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services)...
Assignment and Transfer Agreement has the meaning ascribed to it in Section 4.9 hereof;
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit C hereto. Availability means at any time the amount by which: (a) the lesser of (i) the Borrowing Base and (ii) the Revolving Line of Credit exceeds (b) the outstanding aggregate amount of all Obligations, including all Obligations with respect to Revolving Loans. NY3 - 380504.07
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit B attached hereto. Availability Reserve shall mean an amount equal to the sum of: (a) (i) three (3) months rental payments and tax, utility and other charges for any of the Revolving/LC Borrower’s leased premises or other Collateral locations for which the Revolving/LC Borrower have not delivered to the Agent a landlord’s waiver in form and substance reasonably satisfactory to the Agent, and (ii) three (3) months estimated payments (plus any other fees or charges owing by the Revolving/LC Borrower) to any applicable warehousemen or third party processor (as determined by the Agent in its reasonable business judgement), provided that any of the foregoing amounts shall be adjusted from time to time hereafter upon (x) delivery to the Agent of any such acceptable waiver, (y) the opening or closing of a Collateral location and/or (z) any change in the amount of rental, storage or processor payments or similar charges; plus (b) any reserve which the Agent may establish from time to time pursuant to the express terms of this Financing Agreement; plus (c) an amount equal to $3,000,000; plus (d) an amount equal to the outstanding principal amount of the Term Loan; plus (e) such other reserves as the Agent deems necessary in its reasonable judgment (i) as a result of negative forecasts and/or trends in any Credit Party’s business, industry, prospects, profits, operations or financial condition, or (ii) as a result of other issues, circumstances or facts that could otherwise negatively impact the Credit Parties or their business, prospects, profits, operations, industry, financial condition or assets.
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit C hereto. AVAILABILITY shall mean, as to either Company, at any time the excess of a) the Borrowing Base of such Company over the sum of x) the outstanding aggregate amount of all Obligations of such Company, including, without limitation, all Obligations with respect to Revolving Loans and Letters of Credit, and y) the Availability Reserve of such Company, provided that it is hereby agreed that the Availability of URGI maybe used to open Letters of Credit covering the purchase of Inventory by URI. AVAILABILITY RESERVE shall mean, as to either Company, the sum of (i) at CITBC's option, the amount of all sales taxes collected by the Company and not yet remitted to the authority to which such taxes are owed and (ii) any Additional Availability Reserve. BOOK VALUE shall mean the lower of (i) cost (including agent's commissions) or (ii) market value, determined in accordance with GAAP. BORROWING BASE shall mean, as to either Company, the sum of (a) (i) 60% of the Book Value of Eligible Inventory of such Company from June 1 of each year through October 31 and from January 1 of each year through March 31 or (ii) 65% of the Book Value of Eligible Inventory of such Company from April 1 of each year through May 31 and November 1 of each year through December 31, plus (b) 100% of all Eligible Cash Collateral pledged to Agent by such Company as collateral hereunder (in form and substance satisfactory to Agent).
Assignment and Transfer Agreement means that certain assignment and transfer agreement, dated as of the Closing Date, between the Issuer and GEO Maquinaria. See "Description of the Mexican Transaction Documents—The Assignment and Transfer Agreement."
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit D hereto. Availability shall mean, at any time of calculation, the amount by which the lesser of (a) the Revolving Line of Credit and (b) the Borrowing Base exceeds the outstanding aggregate amount of all of the Borrowers’ Obligations as Borrowers, including without limitation, all of such Borrowers’ Obligations with respect to Revolving Loans owing by the Borrowers and Letters of Credit or Letter of Credit Guaranties issued for their respective accounts.