Flex Provisions definition

Flex Provisions has the meaning assigned to such term in Section 11.01.
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Flex Provisions means the market flex provisions of the Fee Letter.
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Flex Provisions means the market flex provisions of the Fee Letter. “Foreign Lender” means any Lender or Issuing Bank that is organized under the laws of a jurisdiction other than the United States of
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Examples of Flex Provisions in a sentence

  • The Administrative Agent and the Borrower may enter into an amendment to this Agreement and the other Loan Documents within 90 days after the incurrence of an Incremental Facility (including a Copper Acquisition Facility) to effect such changes to the Credit Agreement and the other Loan Documents that would have been permitted to be included in the Incremental Facility Amendment (including the Copper Acquisition Flex Provisions) for such Incremental Facility (each an “Incremental Facility Flex Amendment”).

  • The Borrowers agree promptly to enter into such amendments to this Agreement as shall be appropriate to implement any changes to the terms and provisions hereof that shall be made pursuant to the Flex Provisions.

  • The concept of whether the Flex Provisions were “necessary” applies to the first of those conditions, but not the second or third.As explained in Section I.B.i above, Successful Syndication “ha[d] not .

  • In that scenario, the relevant question would be whether the Flex Provisions were “reasonably determine[d]” to be “necessary” when they were exercised.

  • The Purchaser shall deliver to the Vendor true, correct and complete copies of any executed definitive agreements and documentation entered into in connection with the Purchaser Debt Financing promptly when available and drafts thereof from time to time upon the reasonable request of the Vendor, provided that the Lenders will not be required to provide copies of any fee letter or any other agreement setting forth the Lender Flex Provisions.

  • The Court need not even consider whether the Flex Provisions were reasonably determined to be necessary, which is the entire premise of UNFI’s implied covenant claim.UNFI argues that, because “the Flex Provisions were exercised before closing, the ‘has not .

  • Term limits, One year and Two year terms; ensure that not all members are leaving and being filled with new members at the same time, stagger terms.

  • In articulating the relevant question as whether Arrangers reasonably determined that exercising the Flex Provisions was “necessary”, UNFI misconstrues the relevant contractual prerequisite.

  • The relevant provision is written disjunctively to deal with a situation where the Flex Provisions are exercised before closing, and Successful Syndication subsequently does occur by the Closing Date.

  • To the contrary, even after Arrangers properly exercised the Flex Provisions, they still could not fully syndicate the Term Loan.


More Definitions of Flex Provisions

Flex Provisions means any term or provision of (i) the Fee Letter dated as of November 16, 2006 (the “Fee Letter”) among Parent, Sub, X.X. Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A that purports to permit the lead arranger to change any or all of the structure, terms or pricing of the Facilities (as defined in the Debt Commitment Letters), in order to close, or achieve a Successful Syndication (as defined in the Fee Letter) of, the Facilities or (ii) the fee letter dated as of November 16, 2006, among Parent, Sub and X.X. Xxxxxx Securities Inc. that purports to permit X.X. Xxxxxx Securities Inc. to change the terms of its preferred stock or common equity investment. Parent and Sub will use their reasonable best efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letters. Parent will give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of the Commitment Letters. Parent will keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Financing and will not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy (x) is adverse to the interests of the Company in any material respect, (y) reduces the aggregate amount of the Financing or (z) amends the conditions to the drawdown of the Financing. The Company will also use its reasonable best efforts to assist and cooperate with Parent and Sub in connection with their efforts to obtain the proceeds of the Financing (or any alternative financing for a transaction including the businesses described in Section 4.02 of the Parent Disclosure Letter), including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Financing and executing and delivering, and causing the Company Subsidiaries and its and their officers, attorneys and accountants to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise), comfort letters or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing as may be reasonably requested by Parent in conn...
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Related to Flex Provisions

  • Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • ESG Pricing Provisions has the meaning specified in Section 2.18.

  • Arrangement Provisions means Part 9, Division 5 of the BCBCA;

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Supplemental Provisions means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education.

  • General Provisions means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 7 to 12;

  • Basic Lease Provisions means and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Additional Provisions shall have the meaning set forth in Section 15.01.

  • statutory provision means a provision of an Act or of an instrument made under an Act.

  • Communications Provisions means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

  • Service Level Agreements means an agreement between NZX and a Market Participant and/or an Advisor setting out the terms and conditions of use of NZX technology and services;

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated September 13, 2023 relating to the Securities. Securities Exchange: The Series MM Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: September 15, 2023 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. New York, New York 10017 Address for Notices to Underwriters: BofA Securities, Inc. 000 X. 00xx Xxxxxx, XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Email: xx.xx_xx_xxxxxxx@xxxx.xxx Attention: High Grade Transaction Management/Legal Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Registration Department PNC Capital Markets LLC 000 Xxxxx Xxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Debt Capital Markets, Fixed Income Transaction Execution U.S. Bancorp Investments, Inc. 000 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 Facsimile: (000) 000-0000 Attention: Debt Capital Markets Final Term Sheet dated September 13, 2023 Issuer: Marriott International, Inc. (the “Company”) Anticipated Ratings (Moody’s / S&P)*: Baa2 / BBB Security: 5.450% Series LL Notes due 2026 (the “Series LL Notes”) Aggregate Principal Amount: $450,000,000 Maturity Date: September 15, 2026 Coupon: 5.450% Interest Payment Dates: March 15 and September 15, commencing on March 15, 2024 Day Count Convention: 360-day year consisting of twelve 30-day months Price to Public: 99.349% of the principal amount Benchmark Treasury: 4.375% due August 15, 2026 Benchmark Treasury Price / Yield: 99-04 3⁄4 / 4.689% Spread to Benchmark Treasury: +100 basis points Yield to Maturity: 5.689%

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • Special Purpose Provisions has the meaning specified in Section 11.02 of the LLC Agreement.

  • Standard Terms and Conditions or “Standard Terms” means these terms and conditions for the grant of the Loan to the Borrower by ABFL.

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Other Applicable Provisions To the extent Dealer is obligated to deliver Shares under any Transaction, the provisions of Sections 9.2 (last sentence only), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to such Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.

  • Applicable Technical Requirements and Standards means those certain technical requirements and standards applicable to interconnections of generation and/or transmission facilities with the facilities of an Interconnected Transmission Owner or, as the case may be and to the extent applicable, of an Electric Distributor, as published by Transmission Provider in a PJM Manual provided, however, that, with respect to any generation facilities with maximum generating capacity of 2 MW or less (synchronous) or 5 MW or less (inverter-based) for which the Interconnection Customer executes a Construction Service Agreement or Interconnection Service Agreement on or after March 19, 2005, “Applicable Technical Requirements and Standards” shall refer to the “PJM Small Generator Interconnection Applicable Technical Requirements and Standards.” All Applicable Technical Requirements and Standards shall be publicly available through postings on Transmission Provider’s internet website.

  • Specific Terms and Conditions means the specific terms and conditions as described in section 6.1 (and, in relation to an Agreement between Envestra and a Network User, means the Specific Terms and Conditions which form part of that Agreement).

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.