Counterparty Instruction definition

Counterparty Instruction means the irrevocable direction to Counterparty in the form set forth in Exhibit B.
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Counterparty Instruction has the meaning set forth in Section 1.1 of the Purchase and Sale Agreement.
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Counterparty Instruction means the letters to be sent by Seller and Parent to the Counterparties to the Other Product Licenses identified in clause (A) of the definition thereof and the Other Product Agreements identified in clause (A) of the definition thereof, dated as of the Closing Date, executed by Parent and Seller, substantially in the forms attached as Exhibit F hereto.
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Examples of Counterparty Instruction in a sentence

  • Promptly following the execution and delivery of the Deposit Account Agreement by the parties hereto and the Depositary Bank, the parties hereto shall amend the Counterparty Instruction to reflect the Seller’s irrevocable instruction to the Counterparty to pay the Royalties to the Deposit Account and the Purchaser shall promptly deliver such amended Counterparty Instruction to the Counterparty.

  • The Note Purchasers shall have received a copy of the Counterparty Instruction provided pursuant to Section 6.2(b) of the Purchase and Sale Agreement, which shall be certified by a Responsible Officer of Indevus as having been sent to Counterparty on or prior to the Closing Date.

  • For the avoidance of doubt, in the absence of bad faith, the Seller’s failure to obtain the Counterparty’s countersignature to the Counterparty Instruction shall not constitute a breach of this covenant.

  • However, if such countersignature is not obtained prior to the Closing, the Seller shall use good faith efforts for ninety (90) days following the Closing to get the Counterparty Instruction countersigned by the Counterparty as soon as practicable following the Closing.

  • The parties hereto agree to act reasonably in amending the Counterparty Instruction to reflect the Seller’s irrevocable instruction to the Counterparty to pay the Vorasidenib Receivables to any deposit account designated by the Purchaser (which shall initially be the Deposit Account), and the Seller shall promptly deliver such amended Counterparty Instruction to the Counterparty.

  • Within two (2) Business Days following the Closing Date, Parent and Seller shall deliver to Almirall and Almirall LLC the Almirall Instruction and deliver to each Counterparty to the Other Product Licenses and Other Product Agreements its respective Counterparty Instruction, substantially in the forms set forth in Exhibit G, and deliver a copy of each to Purchasers.

  • As soon as practicable following the Closing on the Closing Date, the Issuer or Theravance shall provide the Counterparty Instruction to the Counterparty pursuant to Section 6.2(b) of the Sale and Contribution Agreement and provide a copy of the Counterparty Instruction to the Note Purchasers.

  • Following delivery by such third-party valuation firm of its determination of such amount to the Issuer and the Trustee (the “Valuation Firm Determination”), the Issuer and the Trustee shall provide written notice of such amount as so determined by such third-party valuation firm to the Counterparty in accordance with the Termination Payment Counterparty Instruction.

  • In the event that the Seller changes the payment instructions set forth in the Counterparty Instruction without the prior written consent of the Purchaser and fails to reverse such payment instruction change within thirty (30) days’ written notice from the Purchaser, all further Contingent Payments shall be forfeited, including any quarterly payments that would otherwise have been due and payable.

  • Unless and until this Purchase and Sale Agreement is terminated pursuant to Section 8.1, the Seller shall not amend, modify, supplement, restate, waive or change the Counterparty Instruction except as provided in Section 5.11.


More Definitions of Counterparty Instruction

Counterparty Instruction means, as applicable, (a) the written notice to be provided by the Issuer to Counterparty, instructing Counterparty to pay the Synthetic Royalty Amount to the Collection Account from and after the Funding Date, which instruction shall be provided in respect of the Collaboration Agreement on the Closing Date and, in respect of such instruction provided on the Closing Date, shall provide that the Synthetic Royalty Amount to be paid to the Collection Account shall only be to the extent of the Net Quarterly Payments and (b) the Termination Payment Counterparty Instruction.
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Counterparty Instruction means the irrevocable direction to each Counterparty substantially in the form of Exhibit B. “Credit Event” means any insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or similar
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Counterparty Instruction means the irrevocable direction to the Counterparty in the form set forth in Exhibit A to the Sale and Contribution Agreement.
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Related to Counterparty Instruction

  • RBC instructions means the RBC report, including risk-based capital instructions adopted by the NAIC, as the RBC instructions may be amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.

  • Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments exxxxxxated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.

  • Accession Letter means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

  • Instruction Letter means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

  • Delivery Instructions means the instructions set out in the Contract for the provision of the Goods and Services, including any other information the Authority considers appropriate to the provision of the Goods and Services.

  • Notice of Replacement Subordination Agent has the meaning specified in Section 3.08.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit B to be executed and delivered by the Borrower pursuant to Section 6.1.(a), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • Voice Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election.For the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise indicated. General Exclusions - Applicable to All Insuring Clauses2. This bond does not directly or indirectly cover:a. loss not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety;b. loss due to riot or civil commotion outside the United States of America and Canada, or any loss due to military, naval or usurped power, war or insurrection. This Section 2.b., however, shall not apply to loss which occurs in transit in the circumstances recited in INSURING CLAUSE 3., provided that when such transit was initiated there was no knowledge on the part of any person acting for the ASSURED of such riot, civil commotion, military, naval or usurped power, war or insurrection;c. loss resulting from the effects of nuclear fission or fusion or radioactivity;

  • Transaction Instruction means a written order signed by the holder or the Depository, entitled to request that one or more actions be taken, or such other form as may be reasonably acceptable to the Warrant Agent, requesting one or more such actions to be taken in respect of an Uncertificated Warrant;

  • Superintendent of public instruction means that state government official designated as a

  • Investment Representation Letter As defined in Section 5.02(b).

  • Special Instructions means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Deputy or Assistant Treasurer of the applicable Fund or any other person designated by the Treasurer of such Fund in writing, which countersignature or confirmation shall be (i) included on the same instrument containing the Proper Instructions or on a separate instrument relating thereto, and (ii) delivered by hand, by facsimile transmission, or in such other manner as the applicable Fund and the Custodian agree in writing.

  • Direct instruction means any instruction given by the person required to provide the notification or any person controlled by that person within the meaning of Article L. 233-3 of the Commercial Code, stipulating how the management company or the investment service provider should exercise the voting rights under given circumstances;

  • Termination Letter has the meaning specified in Section 2.17(b).

  • Dispatch Instruction has the meaning set forth in the CAISO Tariff.

  • Specially designed instruction means adapting, as appropriate to the needs of an eligible child under this chapter, the content, methodology, or delivery of instruction:

  • Acceptable Counterparty means any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Xxxxx’x, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Lender.

  • Collateral Assignment Agreement has the meaning set forth in Section 9.05.

  • Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty.

  • Indirect instruction means any general or specific instruction given in any form by the person required to provide the notification or any person controlled by that person within the meaning of Article L. 233-3 of the Commercial Code that limits the discretion of the management company or the investment service provider in the exercise of the voting rights in order to serve the commercial interests of the person required to provide the notification or the controlled person.

  • Transfer Instructions are the information that you provide when using the Service. “Us,” “We,” and “Our” means Credit Union.

  • Remote instruction means instruction provided by an appropriately certified teacher who is not in the same in-person physical location as the student(s) receiving the instruction, where there is regular and substantive daily interaction between the student and teacher.

  • Special Instruction Form means a standardized form prescribed by the Management Company to be duly filled by the investor to change his/her particulars and will be stated in this Offering Document.

  • Alternative modes of instruction means modes of pupil instruction, other than in-person instruction, that may include, without limitation, partnerships with other districts or intermediate districts or community colleges or institutions of higher education, use of vendors, use of online learning, telephone communications, email, virtual instruction, videos, slideshows, project-based learning, use of instructional packets, or a hybrid of multiple modes of learning that still promote recommended practices for social distancing to mitigate the spread of COVID-CD.

  • Accession Deed means a document substantially in the form set out in Schedule 6 (Form of Accession Deed).

  • Farm-Out Agreement means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another.

Most Referenced Clauses

Most Referenced Definitions