CONFORMED COPY. The Parties agree that they shall use their best endeavors to prepare and agree a conformed copy of the Agreement which incorporates all of the amendments to the Agreement pursuant to the Previous Amendments and this Sixth Amendment. Additionally, the conformed copy shall include a mutually agreed upon provision requiring the use of an alternative dispute resolution procedure or the use of experts to resolve disputes as to the achievement of any Milestone Event.
CONFORMED COPY. For purposes of calculating the aggregate principal amount of the Consolidated Net Debt of the Borrower on any such date, the currency exchange rate used for such calculation shall be the rate used in the annual or semi-annual financial statements for such date; provided, however, that if the Borrower determines that an average exchange rate is a more accurate reflection of the value of such currency over such four consecutive fiscal quarter period, the currency exchange rate used may be, at the option of the Borrower, the currency exchange rate used for the statement of income of the Borrower for such fiscal half year.
CONFORMED COPY. 4.1. The parties acknowledge that the Agreement as amended by this agreement shall be read and construed as the same appears as a conformed copy attached at Appendix 2 to this agreement.
CONFORMED COPY. (h) The Registered Holder Entitled to Rely. Upon any payment or distribution pursuant to these subordination provisions, the registered holder shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in paragraph (a) above are pending, (ii) upon a certificate of the liquidating trustee or agent or other person making such payment or distribution to the registered holder or (iii) upon the representatives for the holder of the Senior Debt for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holder of the Senior Debt and other indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the subordination provisions of this Note.
CONFORMED COPY of this calculation based upon foreign exchange rates actually received in the case of a prepayment (or in the case of a Commitment reduction, with the amount of such reduction to be calculated based on the amount notified by the Borrower to the Administrative Agent as the amount that would actually be received by the Borrower if it converted the amount so received to Dollars, as determined by the Borrower acting in good faith and in a commercially reasonable manner in consultation with the Administrative Agent and taking into account any hedging arrangements which the Borrower has in place) in each case within three Business Days of receipt by the Consolidated Group of any Net Cash Proceeds (or in the case of a Qualifying Committed Financing, receipt by any member of the Consolidated Group of commitments thereof) referred to in this paragraph (d)):
CONFORMED COPY. If the Net Cash Proceeds are received by any Person other than the Borrower, the Commitments shall only be reduced (or the Advances prepaid) to the extent that such Net Cash Proceeds are not prohibited or delayed by applicable law and can be immediately transferred to the Borrower (with such amount net of the costs and taxes associated therewith); it being understood that if such a restriction on transfer exists, upon such restriction ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower on the date such restriction ceased to exist.
CONFORMED COPY. (d) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to the Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, be continued as a Eurocurrency Advance with an Interest Period of one month.
CONFORMED COPY. (iii) If a payment made to a Lender under any Loan Document would be subject to withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this clause 2.14(f)(ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
CONFORMED COPY. Applications: the software applications supplied and/or licensed by the Company to customers, a complete list of which is set out in Parts 2 and 3 of Schedule 10 (and Part 3 of Schedule 10 identifies those Applications which are Service Applications); Application Unregistered Rights: rights in the Application Unregistered IP; Application Registered Rights: rights in the Application Registered IP; Business Day: any day (other than a Saturday or Sunday) on which banks generally are open in London for the transaction of normal business; Buyer's Accountants: Xxxx Xxxxxx Xxxxx, Inc., 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000;
CONFORMED COPY. Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company agrees to indemnify the Depositary and each Custodian against, and hold each of them harmless from, any liability or expense which may arise out of acts performed in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified of supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents.
