Dominion ROFR Sample Clauses

Dominion ROFR. This Assignment is delivered in satisfaction of Assignor’s and/or Duke’s obligations under Section 10.5 of the ACP LLCA with respect to the Proposed Merger. For the avoidance of doubt, nothing in this Assignment or otherwise shall be deemed a waiver of any of Assignee’s ongoing rights under Section 10.5 of the ACP LLCA or otherwise with respect to any other proposed transaction.
Sample 1
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Dominion ROFR. (a) If (a) any Member (for the purposes of this Section 10.5, the “Proposing Member”) (i) proposes to Dispose of all or any part of its Membership Interest to any other Member (other than Dominion or any of its Affiliates which is also a Member) including pursuant to any transaction in which the Membership Interests of more than one Member are directly or indirectly consolidated or (ii) becomes subject to a Change in Control, and (b) after giving effect to such proposed Disposition or Change in Control, the Percentage Interest of the acquiring or surviving Member would be equal to (unless after giving effect to such Disposition or Change in Control there would be only two Members) or greater than the aggregate Percentage Interest of Dominion and each of its Affiliates that is also a Member, then the Proposing Member shall first give notice (a “ROFR Notice”) to Dominion. The ROFR Notice shall set forth the name of the Member to whom the Disposition is proposed or Change in Control affects, Membership Interest subject to such proposed Disposition (the “Offered Interest”), the price payable for the Offered Interest, and details of the payment terms and all other terms and conditions of the proposed Disposition or Change in Control. Dominion shall have the right, until the date that forty-five (45) days following the date of delivery of the ROFR Notice (the “ROFR Expiration Date”) to deliver to the Proposing Member a written election to purchase (the “Purchase Notice”) that portion of the Offered Interest as shall be necessary so that no other Member will have a Membership Interest that is equal to (unless after giving effect to such Disposition or Change in Control there would be only two Members) or greater than the aggregate Membership Interests of Dominion and each of its Affiliates that is also a Member (the “ROFR Interest”). The delivery of the Purchase Notice shall constitute an irrevocable commitment to purchase such ROFR Offered Units.
Sample 1

Related to Dominion ROFR

  • Security Deposit Account If applicable law or a Lender requires a segregated account of Tenant security deposits, Property Manager will open a separate account at a reputable bank or other financial institution. Property Manager may return such deposits to any Tenant in the ordinary course of business in accordance with the terms of the applicable Lease.

  • Collateral Access Agreements Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

  • Operating Account To the extent funds are not required to be placed in a lockbox pursuant to any Loan Documents, Property Manager shall deposit all rents and other funds collected from the operation of the Property in a reputable bank or financial institution in a special trust or depository account or accounts for the Property maintained by Property Manager for the benefit of the Company (such accounts, together with any interest earned thereon, shall collectively be referred to herein as the “Operating Account”). Property Manager shall maintain books and records of the funds deposited in and withdrawals from the Operating Account. With funds from Company, Property Manager shall maintain the Operating Account so that an amount at least as great as the budgeted expenses for such month is in the Operating Account as of the first of each month. From the Operating Account, Property Manager shall pay the operating expenses of the Property and any other payments relative to the Property as required by this Agreement. If more than one account is necessary to operate the Property, each account shall have a unique name, except to the extent any Lender requires sub-accounts within any account. Within three (3) months after receipt by Property Manager, all rents and other funds collected in the Operating Account, after payment of all operating expenses, debt service and such amounts as may be determined by the Property Manager to be retained for reserves or improvements, shall be paid to the Company.

  • Lockbox Account Each Obligor has been, or will be, directed to make all payments on their related Receivable to the Lockbox Processor for deposit into the Lockbox Account.

  • Lock-Box Accounts The names and addresses of all of the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule 6.1(n).

  • Lockboxes Upon request of the Administrative Agent after the occurrence and during the continuance of a Default, each Grantor shall execute and deliver to the Administrative Agent irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent, which agreements shall be accompanied by an acknowledgment by the bank where the lockbox is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a special collateral account at the Administrative Agent.

  • Account Agreement Lender shall have received the original of the Account Agreement executed by each of Cash Management Bank and Borrower.

  • Deposit Account Payments Subsection (b) is amended to read as follows:

  • Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Lockbox Accounts The names and addresses of all the Lockbox Banks, together with the account numbers of the Lockbox Accounts of the Seller at each Lockbox Bank and the post office box numbers of the lockboxes, are listed on Schedule 6.1(o) (or have been notified to and approved by the Agents in accordance with Section 7.3(d)) and are the only post office boxes and accounts into which Collections of Receivables are deposited or remitted. The Seller has not granted any Person, other than the Administrative Agent for the benefit of the Secured Parties as contemplated by this Agreement, control of any lockbox or Lockbox Account, or the right to take control of any such lockbox or Lockbox Account at a future time.

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