Replacement Infrastructure Sale Agreement definition

Replacement Infrastructure Sale Agreement means, at any time after the Existing Infrastructure Sale Agreement is terminated, any agreement or agreements containing terms reasonably satisfactory to the Required Lenders and entered into by the Parent Guarantor and/or any of its Restricted Subsidiaries pursuant to which all or any portion of the Infrastructure Business would be sold to a Person that is not an Affiliate of the Parent Guarantor.
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Replacement Infrastructure Sale Agreement means, at any time after the Existing Infrastructure Sale Agreement is terminated, any agreement or agreements containing terms reasonably satisfactory to the Required Lenders and entered into by the Parent Guarantor and/or any of its Restricted Subsidiaries pursuant to which all or any portion of the Infrastructure Business would be sold to a Person that is not an Affiliate of the Parent Guarantor. “Report Date” has the meaning given thereto in Section 6.01(d)(ii). “Reportable Event” means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a U.S. Plan, other than those events as to which the notice requirement is waived under subsection .22, .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64 or .65 of PBGC Regulation Section 4043. “Required Lenders” means, at any time of determination, Lenders holding Term Loans and Term Commitments representing more than 50% of the sum of Term Loans outstanding at such time and Term Commitments in effect at such time; provided, however, that Term Loans and Term Commitments held by any Defaulting Lender shall be excluded from such calculation; it being understood and agreed that in determining whether the Administrative Agent shall be protected in relying upon any request, demand, authorization, direction, notice, consent, waiver or other communication, only Term Loans and Term
Sample 1
Replacement Infrastructure Sale Agreement means, at any time after the Existing Infrastructure Sale Agreement is terminated, any agreement or agreements containing terms reasonably satisfactory to the Required Lenders and entered into by the U.S. Borrower and/or any of its Restricted Subsidiaries pursuant to which all or any portion of the Infrastructure Business would be sold to a Person that is not an Affiliate of the U.S. Borrower. “Replacement Revolving Commitments” has the meaning set forth in Section 2.21(a). “Replacement Revolving Lender” has the meaning set forth in Section 2.21(b). “Reportable Event” means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a U.S. Plan, other than those events as to which the notice requirement is waived under subsection .22, .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64 or .65 of PBGC Regulation Section 4043. “Repricing Event” means (a) any prepayment or refinancing of the Closing Date Term Loans (or any portion thereof) with the proceeds of, or any conversion of the Closing Date Term Loans (or any portion thereof) into, any new or replacement loans or similar bank indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount but excluding any arrangement, structuring, syndication, upfront and other fees paid in connection therewith that are not paid to all Lenders providing such new debt) less than the “effective yield” applicable to the Closing Date Term Loans subject to such event (as such comparative yields are reasonably determined by the Administrative Agent acting in good faith) and (b) any amendment to the Loan Documents which reduces the “effective yield” applicable to all or a portion of Closing Date Term Loans (as such comparative yields are reasonably determined by the Administrative Agent acting in good faith). “Required 2020 EMEA Term Lenders” means 2020 EMEA Term Lenders holding more than 50% of the aggregate principal amount of the 2020 EMEA Term Loans outstanding at such time. The 2020 EMEA Term Loans of any Defaulting Lender shall be disregarded in determining Required 2020 EMEA Term Lenders at any time. “Required Lenders” means Lenders whose Credit Facility Exposure and Unused Revolving Commitments constitute more than 50% of the sum of the Aggregate Credit Facility Exposure and the Unused Total Revolving Commitment. The Credit Facility Exposure and Unused R...
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More Definitions of Replacement Infrastructure Sale Agreement

Replacement Infrastructure Sale Agreement means, at any time after the Existing Infrastructure Sale Agreement is terminated, any agreement or agreements containing terms reasonably satisfactory to the Requisite Forbearing Noteholders (which satisfaction may be memorialized by an e-mail from counsel to the Forbearing Noteholders) and entered into by the Issuer and/or any of its Restricted Subsidiaries (as defined in the Priming Facility Credit Agreement) pursuant to which all or any portion of the Infrastructure Business (as defined in the Priming Facility Credit Agreement) would be sold to a Person that is not an Affiliate of the Issuer.
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Related to Replacement Infrastructure Sale Agreement

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Payment Infrastructure Provider means a third party that forms part of the global payment system infrastructure, including without limitation communications, clearing or payment systems, intermediary banks and correspondent banks.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Generation Interconnection Agreement means the large generator interconnection agreement to be entered into separately between Seller and Interconnection Provider concerning the Interconnection Facilities.

  • Loan Sale Agreement means the Commercial Loan Sale Agreement, dated as of the date hereof, between the Originator and the Trust Depositor, as such agreement may be amended, modified, waived, supplemented or restated from time to time.

  • Sale Agreement means the Sale Agreement Master Securitization Terms Number 1000, dated as of August 15, 2013, among SLM Funding LLC, as Seller, SLM Student Loan Trust 2013-4, as Purchaser, and Deutsche Bank Trust Company Americas, as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

  • Receivables Sale Agreement means that certain Third Amended and Restated Receivables Sale Agreement, dated as of May 18, 2011, between the Originator and the Seller (as amended, restated, supplemented or otherwise modified and in effect from time to time).

  • Infrastructure facility means a building; structure; or networks of buildings, structures, pipes, controls, and equipment, or portion thereof, that provide transportation, utilities, public education, or public safety services. Included are government office buildings; public schools; courthouses; jails; prisons; water treatment plants, distribution systems, and pumping stations; wastewater treatment plants, collection systems, and pumping stations; solid waste disposal plants, incinerators, landfills, and related facilities; public roads and streets; highways; public parking facilities; public transportation systems, terminals, and rolling stock; rail, air, and water port structures, terminals, and equipment.

  • Mortgage Sale Agreement means the mortgage sale agreement entered into on or about the Initial Closing Date among the Seller, the Mortgages Trustee, Funding and the Security Trustee in relation to the assignment from time to time of the Mortgage Portfolio to the Mortgages Trustee as may be amended, restated, novated, varied or supplemented from time to time and shall include any additional and/or replacement mortgage sale agreement entered into by such parties from time to time in accordance with the Transaction Documents;

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • conditional sale agreement means an agreement for the sale of goods under which the purchase price or part of it is payable by instalments, and the property in the goods is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled;

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;

  • Substitute Servicing Agreement means a servicing agreement that contains servicing provisions which are the same as or more favorable to the Non-Lead Noteholders, in substance, to those in the Servicing Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary for any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as amended) and all references herein to the “Servicing Agreement” shall mean such subsequent servicing agreement; provided, however, that if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such subsequent servicing agreement.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Receivables Transfer Agreement means, collectively or individually, the Originator Receivables Transfer Agreement and the Master Trust Receivables Transfer Agreement, as the context may require.

  • Open Market Sale Agreement is a service mark of Xxxxxxxxx LLC

  • Mortgage Loan Sale Agreement The mortgage loan sale and assignment agreement dated as of November 1, 2003, for the sale of the Mortgage Loans by the Seller to the Depositor.

  • Sale Agreements This Agreement, the Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, the Current Excess Servicing Spread Acquisition for GNMA Mortgage Loans and the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans.

  • Interconnection Construction Service Agreement means the agreement entered into by an Interconnection Customer, Interconnected Transmission Owner and the Transmission Provider pursuant to Tariff, Part VI, Subpart B and in the form set forth in Tariff, Attachment P, relating to construction of Attachment Facilities, Network Upgrades, and/or Local Upgrades and coordination of the construction and interconnection of an associated Customer Facility. A separate Interconnection Construction Service Agreement will be executed with each Transmission Owner that is responsible for construction of any Attachment Facilities, Network Upgrades, or Local Upgrades associated with interconnection of a Customer Facility. Interconnection Customer: