Esg Provisions Sample Clauses

Esg Provisions. Notwithstanding anything to the contrary in Section 10.01 or otherwise in this Agreement, (a) the Borrower may establish, include and/or remove specified key performance indicators (collectively, “KPIs” and each a “KPI”) reasonably acceptable to the Administrative Agent and approved by the Required Lenders with respect to certain environmental, social and governance targets of the Borrower and its Subsidiaries that may result in KPI Pricing Adjustments (as defined below) and (b) the Borrower, the Administrative Agent and the Required Lenders may (i) incorporate any related provisions and defined terms with respect to such KPIs and (ii) include or modify any proposed incentives and penalties for compliance and noncompliance, respectively, with any KPIs, including adjustments to the Applicable Rate and the Commitment Fee rate (such pricing adjustments, “KPI Pricing Adjustments”) (the foregoing clauses (a) and (b), the “ESG Provisions” and any amendment and/or modification to the ESG Provisions or with respect to KPIs and KPI Pricing Adjustments made in accordance with this Section 2.18 (including the initial establishment of KPIs and KPI Pricing Adjustments), an “ESG Amendment”); provided, that no ESG Amendment shall be made that results in (A) aggregate adjustments to the Applicable Rate for Loans and Letters of Credit exceeding an aggregate 5 basis point (0.05%) per annum increase or decrease in such Applicable Rate (including any Letter of Credit Fees) or an aggregate 2 basis point (0.02%) per annum increase or decrease in the Commitment Fee rate or (B) an adjustment to the Applicable Rate for Loans and Letters of Credit exceeding a 2.5 basis points (0.025%) per annum increase or decrease in such Applicable Rate (including any Letter of Credit Fees) based on any individual KPI or a 1 basis point (0.01%) per annum increase or decrease in the Commitment Fee rate based on any individual KPI (the limitations set forth in this proviso, the “KPI Pricing Adjustment Limitations”). Notwithstanding the foregoing, the Administrative Agent and the Borrower may, without the consent of any Lender, amend, modify, or supplement any then existing ESG Provisions to (1) cure any ambiguity, omission, mistake, defect or inconsistency, or (2) reflect technical changes in calculation or reporting methodologies or audit or assurance standards applicable pursuant to the ESG Provisions; provided that, in each case of the foregoing clause (1) and (2), such amendments, modifications...
Sample 1
AutoNDA by SimpleDocs
Esg Provisions. 61 3.1 Sustainability Coordinator, KPIs and ESG ............................................................61 3.1.1. ESG Pricing Provisions; ESG Amendment ........................................... 61 4.
Sample 1
Esg Provisions 
Sample 1Sample 2Sample 3

Related to Esg Provisions

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Voting Provisions During the Standstill Period, each member of the Privet Group shall cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the right to vote to be present for quorum purposes and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any shareholder nominations for director which are not approved and recommended by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations of the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or removal of directors), the Privet Group shall be permitted to vote in accordance with ISS recommendation; provided, further, that if a proposal with respect to any Extraordinary Matter is presented, the Privet Group may vote in its sole discretion with respect to such matter. Each member of the Privet Group shall also cause, and shall cause its respective Affiliates to cause, all shares of Common Stock for which they have the right to vote to be present for quorum purposes and to be voted in accordance with this Section 2.2 at the 2017 Annual Meeting or at any adjournments or postponements thereof. Not later than five (5) business days prior to the 2017 Annual Meeting, each member of the Privet Group shall vote in accordance with this Section 2.2 and shall not revoke or change any such vote.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • Vesting Provisions The Options shall become exercisable in five equal installments on each of the first five anniversaries of the Grant Date, subject to the Employee’s continuous employment with Holding or any Subsidiary from the Grant Date to such anniversary.

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • Surviving Provisions Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

  • Continuing Provisions of the Agreement Except as otherwise specifically set forth in this Amendment, all other terms of the Agreement shall remain unchanged and continue in full force and effect.

  • FINAL PROVISIONS 9.1 Any warning, communication, correspondence, notice, request, claim, action, instruction, arbitration notice, summons or service of process related to this Agreement or to any dispute, action, doubt or controversy resulting from or relating to this Agreement shall be deemed delivered when received by the other Party (i) by certified mail, from a recognized courier company, upon actual receipt thereof, (ii) at the time of delivery, if delivered personally, or (iii) on the date of confirmation of receipt of the transmission issued by fax, when sent by fax, as the case may be, to the addresses and telephone/fax numbers listed below (or to any other address or telephone/fax number informed by one of the Parties in writing to the other Parties):

  • Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.

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