Accepted Transactions Sample Clauses

Accepted Transactions. The Counterparty acknowledged and agrees that DBAG shall not be responsible for any Counterparty Transaction unless (i) such Counterparty Transaction is a Specified Counterparty Transaction with respect to the Agent executing such Transaction, (ii) giving effect to such Counterparty Transaction does not cause the Settlement Limit or the Maximum Counterparty Net Open Position applicable to such Agent to be exceeded (without the prior written consent of DBAG); (iii) the Counterparty and Agent shall have committed to the material terms (i.e. settlement date and amounts of each currency to be delivered by each party) of such Counterparty Transaction; and (iv) such Counterparty Transaction has been entered into by DBAG and Counterparty, acting through the Counterparty Branch (an “Accepted Transaction”). To the extent that any Counterparty Transaction complies and qualifies as an Accepted Transaction, it shall be valid and binding upon DBAG, enforceable against DBAG in accordance with its terms. The Counterparty shall promptly communicate trade details of each Counterparty Transaction by notifying DBAG via Reuters. All Accepted Transactions shall be FX Transactions and Options under the Master Agreement and shall be performed in accordance with the terms and provisions thereof.
Sample 1
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Accepted Transactions. The Agent acknowledges and agrees that its appointment is expressly as set out herein and that the Bank shall not be responsible for or be bound as principal or otherwise by any Specified Counterparty Transaction unless (i) giving effect to such Specified Counterparty Transaction does not cause the Settlement Limit or the Maximum Counterparty Net Open Position applicable thereto to be exceeded; (ii) the Counterparty and Agent shall have committed to the material terms (Le. settlement date and amounts of each currency to be delivered by each party) of such Specified Counterparty Transaction; (iii) such Specified Counterparty Transaction has been entered into by the Bank, acting through a Specified Office, and the Counterparty acting through its branches specified in the relevant Notice, and (iv) the Specified Counterparty Transaction complies with such additional terms and conditions set forth in the applicable Notice. A Counterparty Transaction which complies with the conditions specified in Ci) to (iv) above shall be an “Accepted Transaction.” An Accepted Transaction shall be valid and binding upon the Bank, enforceable against the Bank by the relevant Counterparty in accordance with its terms. The Agent shall promptly, in accordance with customary market practice, communicate trade details of each Specified Counterparty Transaction by notifying the Bank via a mutually acceptable electronic messaging system, e.g. Reuters. Any Specified Counterparty Transaction which does not constitute an Accepted Transaction shall be null and void as against the Bank and in respect of which the Agent unconditionally and irrevocably indemnifies the Bank in respect of all losses, costs, expenses and damages suffered by the Bank in respect thereof.
Sample 1
Accepted Transactions. (a) Sections 2 contains the fundamental agreement by the Prime Broker that it has granted authority to the Designated Party to execute Counterparty Transactions with the Dealer on its behalf, subject to certain limits described in that Section and Section 3, together with the Notice. Based on those concepts, Section 4(a) establishes the basic rule that a Prime Broker is not liable for any Counterparty Transaction unless certain specified conditions are met. These conditions are the terms that must be complied with in order for a Counterparty Transaction to become an Accepted Transaction. Specifically, the Section specifies six conditions:
Sample 1
Accepted Transactions. (a) Dealer acknowledges and agrees that Prime Broker shall not be liable for any Counterparty Transaction unless (i) such Counterparty Transaction is a Counterparty Transaction as set forth in the Notice with respect to the Designated Party executing such Counterparty Transaction; (ii) giving effect to such Counterparty Transaction does not cause the Net Daily Settlement Amount to exceed or further exceed the applicable Settlement Limit or the Net Open Position to exceed or further exceed the applicable Net Open Position Limit (without the prior written consent of Prime Broker); (iii) Dealer and such Designated Party shall have committed to the Material Terms of such Counterparty Transaction; (iv) such Counterparty Transaction has been entered into by Dealer acting through a Specified Office;
Sample 1
Accepted Transactions. (a) Dealer acknowledges and agrees that Prime Broker shall not be liable for any Counterparty Transaction unless (i) such Counterparty Trans- action is a Counterparty Transaction as set forth in the Notice with respect to the Designated Party executing such Counterparty Transaction;
Sample 1

Related to Accepted Transactions

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • Limited Condition Transactions (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

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