Certain General Provisions. 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.
Certain General Provisions. 24 5.1. Fees..................................................................24 5.2.
Certain General Provisions. (a) Any amounts payable in cash by any party pursuant to Section 9.3 or Section 9.4 shall be effected by means of wire transfer of immediately available funds to such account or accounts in the United States as the payee shall specify not less than one (1) Business Day prior to the date on which such payment is to occur.
(b) Notwithstanding anything to the contrary set forth in Subsection 9.2, 9.3 or 9.4, in the event that the acquisition by a Person of a Partnership Interest pursuant to any such provision would result in the Partnership ceasing to enjoy the status of a limited partnership under Delaware Law, then such Person shall not effect such acquisition, but such Person may effect the acquisition through an Affiliate of such Person or member of such Person’s consolidated group if such acquisition eliminates the cessation of the Partnership’s enjoying the status of a limited partnership under Delaware Law.
(c) The Limited Partners agree, upon request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner reasonably deems appropriate to preserve the status of the Partnership as a limited partnership, upon or after the completion of any Transfer of any Partnership Interest, under Delaware Law.
(d) In the event of the consummation of any Sale by any Limited Partner of all or any portion of its Partnership Interests in accordance with this ARTICLE 9, the transferring Limited Partner may Sell to the same third party its rights under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee that it is then entitled to so designate and replace.
(e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the Advisory Committee shall be required to enter into a noncompetition covenant on substantially the same terms as the restrictions set forth in Section 6.6.
(f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Sale of a Partnership Interest permitted by this Agreement, the transferor Partner shall not cease to be a Partner or be deemed to have withdrawn as a Partner, until the transferee of such Partnership Interest shall have been admitted as a Partner pursuant to Section 9.10 below.
Certain General Provisions. 39 6.1. Closing and Advisory Fees..................................................39 6.2. Agent's Fee................................................................39 6.3.
Certain General Provisions. (a) The Buyer shall procure that reasonable steps and proceedings are taken by the Buyer and each Group Company to mitigate any Loss, but only to the extent the Buyer would have been obliged to do so under English law if the claim was for damages rather than an indemnity.
(b) If (whether before or after payment of any claim by the Sellers under Clause 9.1(a)) the Buyer actually recovers any amount from a third party (including any insurer) in respect of that claim or its subject matter, then the amount of the relevant claim shall be reduced € for € by such recovery amount (less all costs incurred by the Buyer or any member of the Group in making such recovery) and if the Sellers have already made payment under such claim, the Buyer shall refund the lower of (i) the amount actually received from such third party and (ii) the amount paid by the Sellers, less in each case all costs incurred by the Buyer or any member of the Group in making such recovery.
(c) The remedies provided for in Clause 9.1(a) shall constitute the sole and exclusive remedy for any post-Closing claims made by the Buyer for inaccuracies in, or breaches of, the Sellers’ Warranties, or breaches or non-performance of covenants, agreements or obligations of the Sellers, under this Agreement.
(d) If the Buyer is entitled to claim under the Tax Deed or under the Sellers’ Warranties in respect of the same liability, the Buyer may claim under either or both but payments under the Tax Deed shall pro tanto satisfy and discharge any claim which is capable of being made under the Sellers’ Warranties in respect of the same liability and vice versa.
(e) If the Buyer is entitled to claim under paragraph 6.1 of Schedule 3 or under the Sellers’ Warranties in respect of the same liability, the Buyer may claim under either or both but payments under paragraph 6.1 of Schedule 3 shall pro tanto satisfy and discharge any claim which is capable of being made under the Sellers’ Warranties in respect of the same liability and vice versa.
(f) The Parties agree to treat all payments made by the Sellers to the Buyer under Clause 9.1(a), Clause 9.2, paragraph 6.1 of Schedule 3, Schedule 6 and under the Tax Deed as adjustments to the Purchase Price to the extent permitted by Law.
Certain General Provisions. (i) Each Bank acquiring an interest in the Committed Loans shall become vested with its Pro Rata Share of Committed Loans upon execution and delivery of the required documents and upon payment of its Pro Rata Share of the principal balance of the outstanding Committed Loans and any other fees, costs or expenses due hereunder or pursuant to another agreement. Upon such payment, the respective interests of each Bank in the Loan Documents and the other rights and claims with respect to the Line of Credit shall be of equal priority with one another, except as otherwise expressly provided.
(ii) A complete set of Loan Documents shall be held by Administrative Agent.
(iii) No Bank other than a Bank that is also Administrative Agent, and no Designated Bid Lender, shall have any interest in any (A) property taken as security for any other loan or financial accommodation made or furnished to Borrower by Administrative Agent (in which such Bank or Designated Bid Lender has not acquired an interest); (B) property now or hereafter in Administrative Agent's possession or under Administrative Agent's control other than by reason of the Loan Documents; or (C) deposits which may be or might become security for Borrower's Obligations by reason of the general description contained in any instrument not a Loan Document held by Administrative Agent or by reason of any right of setoff, counterclaim, banker's lien or otherwise. If, however, such property shall actually be applied to the payment of amounts owing by Borrower in connection with the Advances, then each Bank and Designated Bid Lender shall be entitled to a pro rata share, if any, of such application to amounts due in connection with the Advances, based on the ratio of the outstanding principal amount of all Advances made by such Bank (whether under the Line of Credit or the Bid Loan Facility) or Designated Bid Lender to the outstanding principal amount of all Advances.
(iv) All the parties agree that, except as may be otherwise expressly provided, all of the interest rates for the Advances are those of and are calculated in accordance with the requirements and any applicable assessments of Administrative Agent, regardless of which Bank or Designated Bid Lender is making an Advance or receiving a payment thereon.
(v) If, at any time or for any reason whatsoever, (A) the sum of the aggregate principal amount of all outstanding Committed Loans shall exceed the Committed Loan Availability, or (B) the aggregate amount of ...
Certain General Provisions. 27 Section 4.1. Conversion Options.. . . . . . . . . . . . . .27 Section 4.2. Closing Fee. . . . . . . . . . . . . . . . . .27 Section 4.3. Agent's Fee. . . . . . . . . . . . . . . . . .27 Section 4.4.
Certain General Provisions. 30 Section 7.1. Payments............................................................................30 Section 7.2. No Offset, etc......................................................................30 Section 7.3. Principal Amount of Each Note.......................................................31 Section 7.4. Rate Management Transactions........................................................31 Section 7.5. Calculation of Fees.................................................................31
Certain General Provisions. (A) Each Bank shall make the aggregate amount of its Pro Rata Share of each Committed Loan,
(B) each Bank having a Competitive Bid accepted will make the aggregate amount of the Bid Loan(s) with respect to which its Competitive Bid was accepted, and
(C) each Designated Bid Lender electing to fund one or more Bid Loans that would otherwise have been made by its Designating Bank with respect to an accepted Competitive Bid (or, if such Designated Bid Lender fails to do so, its Designating Bank) will make the aggregate amount of such Bid Loan(s), available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the date of the relevant Borrowing and in funds immediately available to the Agent. The proceeds of all such Advances will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower. If any Bid Loan is funded by a Designated Bid Lender, its Designating Bank shall provide the Agent with notice to that effect on the date of such Borrowing.
(ii) Unless the Agent receives notice from any Bank at least one Banking Day prior to the date of a Borrowing that such Bank (or such Bank's Designated Bid Lender, in the case of a Bid Loan) will not make available to the Agent when required (A) its Pro Rata Share of the Committed Loan to be made thereon, or (B) the amount of the Bid Loans to be made by such Bank (or its Designated Bid Lender) thereon, as the case may be, the Agent may assume that such Bank (or, if applicable, its Designated Bid Lender) has made such amount available to the Agent in immediately available funds on the date of such Borrowing.
(iii) The failure of any Bank or Designated Bid Lender to make available to the Agent any amount it is required to make so available in respect of any Borrowing shall not relieve any other Bank or Designated Bid Lender of any obligation hereunder to make an Advance on the date of such Borrowing, but, except to the extent expressly provided (A) in Section 7(b)(ix) with respect to the obligation of any Designating Bank to fund Bid Loans that are not funded by its Designated Bid Lender or (B) in Section 16(e)(ii), no Bank or Designated Bid Lender shall be responsible for the failure of any other Bank or Designated Bid Lender to make any amount so available.
Certain General Provisions. 35 Section 4.1. Conversion Options..................................... 35 Section 4.2. Commitment and Syndication Fee......................... 36 Section 4.3. Agent's Fee............................................ 36 Section 4.4.
