Benchmark Determination Sample Clauses

Benchmark Determination. If the Benchmark is SOFR, on each SOFR Determination Date, the Calculation Agent will notify the Servicer, the Issuer and the Administrator by email of SOFR for the related Interest Period. If the Benchmark is any rate other than SOFR, on each Benchmark Determination Date, the Issuer will notify the Servicer and the Indenture Trustee by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Issuer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.
Sample 1Sample 2Sample 3See All (20)
AutoNDA by SimpleDocs
Benchmark Determination. If the Benchmark is LIBOR, on each Benchmark Determination Date, the Calculation Agent will notify the Servicer and the Issuer by email of the Benchmark for the related Interest Period. If the Benchmark is any rate other than LIBOR, on each Benchmark Determination Date, the Servicer will notify the Trust Collateral Agent by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Servicer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.
Sample 1Sample 2Sample 3See All (19)
Benchmark Determination. (a) On each SOFR Adjustment Date, the Administrator shall determine the SOFR Rate in accordance with the definition thereof and shall send to the Servicer by email transmission notification of the SOFR Rate for the Interest Accrual Period. The Servicer shall include the SOFR Rate for the Interest Accrual Period in the Servicer Certificate. All determinations of the SOFR Rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders.
Sample 1Sample 2Sample 3See All (17)
Benchmark Determination. (a) If the Benchmark is One-Month LIBOR, on each LIBOR Determination Date, One-Month LIBOR shall be determined in accordance with the procedures set forth in such definition on Appendix A to the Sale and Servicing Agreement. If the Benchmark is any rate other than One-Month LIBOR, on each Benchmark Determination Date, the Issuing Entity will notify the Servicer and the Indenture Trustee in writing (including by email) of the Benchmark for the related Interest Accrual Period. All determinations of the Benchmark by the Issuing Entity, in the absence of manifest error, will be conclusive and binding on the Noteholders.
Sample 1Sample 2Sample 3See All (8)
Benchmark Determination. 2.5.1 Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date with respect to three month LIBOR, the Benchmark will be LIBOR. If the Trust or its designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the TCPL Sub-Notes — Series 2019-A in respect of such determination on such date and all determinations on all subsequent dates.
Sample 1Sample 2
Benchmark Determination. 2.5.1 Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date with respect to three-month LIBOR, the Benchmark will be LIBOR, and, on each Interest Reset Date, the Trustee, as calculation agent, will notify the Issuer by email of the Benchmark for the related Interest Period. If the Benchmark is any rate other than three-month LIBOR, on each Interest Reset Date, the Issuer will notify the Trustee by email of the Benchmark for the related Interest Period. For the purposes of this Section 2.5.1, and notwithstanding anything to the contrary in Article 10 of the Original Indenture, notice shall be valid and effective if given to the Issuer by email at xxxxxxx_xxxxxxxxxx@xxxxxxxxxxx.xxx or to the Trustee by email at xxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx, and in each case shall be deemed to have been given on the date and at the time of its having been sent by email, and each of the Trustee and the Issuer may, from time to time, change its email address for notice under this Section 2.5.1 by delivering notice thereof to the other party in the manner provided by this Section 2.5.1 or in the manner provided by Article 10 of the Original Indenture.
Sample 1Sample 2
Benchmark Determination. (a) The Administrator (on behalf of the Issuing Entity) will notify the Servicer and the Indenture Trustee in writing (including by email) of the Benchmark for the related Interest Accrual Period. All determinations of the Benchmark by the Administrator (on behalf of the Issuing Entity), in the absence of manifest error, will be conclusive and binding on the Noteholders.
Sample 1
AutoNDA by SimpleDocs

Related to Benchmark Determination

  • Expert Determination 41.5.1 For a Dispute on any decision referred to an expert the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Committee Determinations The Committee shall have absolute discretion to determine the date and circumstances of the termination of your Service, and its determination shall be final, conclusive and binding upon you.

  • Board Determination The Board of Directors of Pubco has unanimously determined that the terms of the Exchange are fair to and in the best interests of Pubco and its shareholders.

  • Board Determinations In the event that any question or controversy shall arise with respect to the nature, scope or extent of any one or more rights conferred by the Option, or any provision of this Agreement, the good faith determination by the Board of the rights of the Optionee shall be conclusive, final and binding upon the Optionee and upon any other person who shall assert any right pursuant to this Option.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Consent; Determination or Discretion When the consent or approval of a party is required under this Agreement, such consent or approval shall be obtained in writing and unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a determination or decision is to be made by a party under this Agreement, that party shall make such determination or decision in its reasonable discretion unless expressly otherwise provided.

  • Fee Determination Detail The Administrative Agent, and any Lender, shall provide reasonable detail to Borrower regarding the manner in which the amount of any payment to the Administrative Agent and the Lenders, or that Lender, under Article 3 has been determined, concurrently with demand for such payment.

  • Interest Determination Dates The interest rate applicable to a Floating Rate Note for an Interest Reset Period commencing on the related Interest Reset Date will be determined by reference to the applicable Interest Rate Basis as of the particular “Interest Determination Date”, which will be: (1) with respect to the Federal Funds Open Rate—the related Interest Reset Date; (2) with respect to the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate—the Business Day immediately preceding the related Interest Reset Date; (3) with respect to the CD Rate and the CMT Rate—the second Business Day preceding the related Interest Reset Date; (4) with respect to the Constant Maturity Swap Rate—the second U.S. Government Securities business day preceding the related Interest Reset Date, provided, however, that if after attempting to determine the Constant Maturity Swap Rate, such rate is not determinable for a particular Interest Determination Date, then such Interest Determination Date shall be the first U.S. Government Securities business day preceding the original interest determination date for which the Constant Maturity Swap Rate can be determined; (5) with respect to LIBOR—the second London Banking Day (as defined below) preceding the related Interest Reset Date; and (6) with respect to the Treasury Rate—the day of the week in which the related Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned (i.e., Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the related Interest Reset Date, the Interest Determination Date will be the preceding Friday. The Interest Determination Date pertaining to a Floating Rate Note, the interest rate of which is determined with reference to two or more Interest Rate Bases, will be the latest Business Day which is at least two Business Days before the related Interest Reset Date for the applicable Floating Rate Note on which each Interest Reset Basis is determinable. “London Banking Day” means a day on which commercial banks are open for business (including dealings in the LIBOR Currency) in London.

  • Certain Determinations For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6 (and shall cooperate to the extent necessary for any of the determinations in this Section 6(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify the Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6 shall be binding on the Executive and the Company and shall be made as soon as reasonably practicable and in no event later than 15 days following the later of the Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

Time is Money Join Law Insider Premium to draft better contracts faster.