Adequate Instruction; Sufficiency of Funds Sample Clauses

Adequate Instruction; Sufficiency of Funds. 2.4.1 In the event that Depositary receives any monies in respect of the Company without adequate instruction as to the Account into which such monies are to be deposited, Depositary shall immediately deposit such monies into the Construction Escrow Account and, after notice from Collateral Agent that the Final Completion Date has occurred, into the Revenue Account, keeping such records as may be necessary to adequately distinguish such monies from other funds held in such Account, and shall immediately thereafter notify the Company and Collateral Agent of the receipt of such monies. At any time that Depositary subsequently receives instructions from the Company and Collateral Agent jointly (unless an Event of Default exists, in which case instructions only from Collateral Agent shall be sufficient) specifying the Account into which any such monies should be deposited, Depositary shall transfer such monies, within one Business Day of receiving such notice, from the Construction Escrow Account or Revenue Account, as the case may be, into the Account(s) that the Company and/or Collateral Agent specified in such subsequent instructions.
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Adequate Instruction; Sufficiency of Funds. (a) In the event that Depositary Agent receives any monies in respect of Borrower without adequate instruction as to the Account into which such monies are to be deposited, Depositary Agent shall immediately deposit such monies (i) until the Commercial Operation Date, into the Construction Account, and (ii) after the Commercial Operation Date, into the Revenue Account, keeping such records as may be necessary to adequately distinguish such monies from other funds held in such Account, and shall immediately thereafter notify Borrower and Lender of the receipt of such monies. At any time that Depositary Agent subsequently receives written instructions from Borrower and Lender jointly (unless an Event of Default exists and Lender has notified Depositary Agent that it intends to invest funds in the Accounts in [money market fund] pursuant to Section 2.2.1), specifying the Account into which any such monies should be deposited, Depositary Agent shall transfer such monies, within one Business Day of receiving such notice, from the Construction Account into the Account(s) that Borrower and Lender specified in such subsequent instructions.
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Adequate Instruction; Sufficiency of Funds. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to the last sentence of Section 7.1, in the event that Depositary receives any monies in respect of any Noble Entity, NEP or any Project without adequate instruction as to the Account into which such monies are to be deposited, Depositary shall promptly deposit such monies into (i) prior to the Term-Conversion Date, the Construction Account (for purposes of this sentence, the Term-Conversion Date shall be deemed to have occurred at such time as the Administrative Agent so notifies Depositary, which notice Administrative Agent shall promptly deliver upon satisfaction or waiver of the conditions to Term-Conversion in accordance with the Financing Agreement) and (ii) thereafter, the Operating Account, keeping such records as may be necessary to adequately distinguish such monies from other funds held in such Account, and shall immediately thereafter notify Borrower and Administrative Agent of the receipt of such monies.
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Adequate Instruction; Sufficiency of Funds. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Accounts Bank receives any monies in respect of any Loan Party or the Project without adequate instruction as to the Account into which such monies are to be deposited, the Accounts Bank shall promptly deposit such monies into (i) on or prior to the Project Completion Date, the Construction Account (for purposes of this sentence, the Project Completion Date shall be deemed to have occurred at such time as the Common Security Trustee so notifies the Accounts Bank in writing, which notice the Common Security Trustee shall promptly deliver upon the occurrence of the Project Completion Date, in accordance with the Common Terms Agreement), and (ii) thereafter, the Revenue Account, keeping such records as may be necessary to adequately distinguish such monies from other funds held in such Account, and shall immediately thereafter notify the Borrower and the Common Security Trustee of the receipt of such monies. Upon written instruction from the Borrower (other than during a Control Notice Period) or the Common Security Trustee (during a Control Notice Period), the Accounts Bank shall transfer (if applicable) any such monies to the corrected Account specified by the Borrower or the Common Security Trustee (as the case may be) in a written notice delivered to the Accounts Bank.
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Adequate Instruction; Sufficiency of Funds. (a) In the event that Depositary receives any monies in respect of Borrower or any Affiliate thereof without adequate instruction as to the Account into which such monies are to be deposited, Depositary shall immediately deposit such monies into the Construction Account and, after notice from Collateral Agent and Administrative Agent that the Availability Period has ended, into the Revenue Account, keeping such records as may be necessary to adequately distinguish such monies from other funds held in such Account, and shall immediately thereafter notify Borrower and Administrative Agent of the receipt of such monies. At any time that Depositary subsequently receives instructions from Borrower and Administrative Agent jointly (unless an Event of Default exists, in which case instructions only from Administrative Agent shall be sufficient) specifying the Account into which any such monies should be deposited, Depositary shall transfer such monies, within [***] Business Day of receiving such notice, from the Construction Account or Revenue Account, as the case may be, into the Account(s) that Borrower and/or Administrative Agent specified in such subsequent instructions.
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Related to Adequate Instruction; Sufficiency of Funds

  • Reliance Upon Documents and Instructions The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Written Instructions actually received by it pursuant to this Agreement.

  • Acknowledgements of Subscriber 5.1 The Subscriber acknowledges and agrees that:

  • Trust Account Waiver Acknowledgment The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. If a prospective target business or vendors, service providers or third party were to refuse to enter into such a waiver, management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial than any alternative.

  • Intercreditor Acknowledgements and Waivers Section 5.1 Notice of Acceptance and Other Waivers 33 Section 5.2 Modifications to Senior Priority Documents and Junior Priority Documents 34 Section 5.3 Reinstatement and Continuation of Agreement 38

  • Guarantor Acknowledgement Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.

  • Trust Account Waiver Acknowledgments The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

  • Wire Instructions [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT

  • of the Custodial Agreement The Trust hereby acknowledges and agrees to the terms of the Custodial Agreement.

  • Trust Fund Waiver Acknowledgment The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire ("Target Business") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $45,050,000 for the benefit of the public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders in the event they elect to convert their IPO Shares (as defined below in Section 8.8), (ii) to the public stockholders upon the liquidation of the Company if the Company fails to consummate a Business Combination or (iii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("Claim") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

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