Existing Financing Arrangements Sample Clauses

Existing Financing Arrangements. The Applicants propose to retain such financing arrangements as were in place prior to the Merger and which are not otherwise exempted from the provisions of the Act.
Existing Financing Arrangements. Ameren and the Utility Subsidiaries have requested authority to retain such financing arrangements as were in place prior to the Merger and which are not otherwise exempted from the provisions of the Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority.
Existing Financing Arrangements. Notwithstanding anything herein to the contrary, (a) the restrictions on Transfer set forth in Section 1.3 hereof shall not prohibit or apply to Transfers of Shares (i) pursuant to a pledge to one or more lenders under the Financing Agreements (as defined below), or a collateral agent on behalf thereof (it being understood that any such pledged Shares shall remain subject to the agreements set forth in Section 1.1 and Section 1.3 hereof prior to any Exercise of Remedies with respect thereto), or (ii) pursuant to a foreclosure or exercise of remedies (or transfer in lieu of foreclosure) by any such lender or collateral agent (an “Exercise of Remedies”), and no transferee in connection with such an Exercise of Remedies shall be required to be bound by the applicable terms hereof, and (b) for the avoidance of doubt, the agreements set forth in Section 1.1 hereof shall not apply following an Exercise of Remedies with respect to any Shares sold or Transferred by the lender or collateral agent in connection therewith; provided, that, for the avoidance of doubt, any such Exercise of Remedies shall be subject to the Foreclosure Limitations (as defined in the SPA); provided, further, that, notwithstanding the foregoing or anything in this Agreement to the contrary, no Transfer of any shares of Company Convertible Preferred Stock contemplated by this Section 1.6 (or otherwise) and no Exercise of Remedies with respect to such shares shall in any way limit or prejudice the binding and irrevocable commitment on the part of the holder of such shares and the Company to have such shares converted into Company Common Stock in accordance with Section 3.1 and Exhibit A by no later than the Conversion Deadline. Each of the Stockholders that is a party to the Financing Agreements hereby agrees to not amend or modify, or grant any waiver of any rights or remedies under, the Financing Agreements, except to the extent that any such amendment, modification or waiver would not, either alone or in combination, result in a foreclosure or other Exercise of Remedies, a requirement to pledge additional Shares, or an adverse effect upon the ability of a Stockholder to perform its obligations and consummate the transactions as otherwise contemplated by this Agreement. As used herein, “Financing Agreements” means those certain margin loan agreements entered into by the Stockholders and disclosed or described to Parent prior to the date of this Agreement, as amended, restated, supplemented ...
Existing Financing Arrangements. The Lender shall have received from each lender and/or payee with respect to the Existing Financing Arrangements set forth on Schedule 3.1(e) hereto, a "payoff" letter and lien release and termination documentation in form and substance satisfactory to the Lender, duly executed by such lender or payee.

Related to Existing Financing Arrangements

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

  • Banking Arrangements Schedule 3.18 sets forth the name of each bank in or with which the Company has an account, credit line or safety deposit box, and a brief description of each such account, credit line or safety deposit box, including the names of all persons currently authorized to draw thereon or having access thereto; and the names of all persons, if any, now holding powers of attorney from the Company and a summary statement of the terms thereof.

  • Leasing Arrangements During the pendency of this Agreement, Seller will not enter into any lease affecting the Property, or modify or amend in any material respect, or terminate, any of the existing Leases without Purchaser’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Seller given within three (3) Business Days after Purchaser’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease. If Purchaser fails to notify Seller in writing of its approval or disapproval within said three (3) Business Day period, such failure by Purchaser shall be deemed to be the approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys’ fees actually incurred, by Seller pursuant to a renewal or expansion of any existing Lease or new Lease approved (or deemed approved) by Purchaser hereunder.

  • Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.

  • Monitoring Arrangements 8.1 We will formally monitor the progress of the access agreement at least once a year through the Management Group who will report annually to The Essex Primary Schools Training Group Steering Group. Initial monitoring will be concerned with participation rates and the development of data on lower income and other under-represented groups, against which to monitor. When baselines targets and milestones are determined we will look to monitor against these.

  • Bank Financing The Buyer’s ability to purchase the Property is contingent upon the Buyer’s ability to obtain financing under the following conditions:

  • Refinancing Facilities (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which, for purposes of this clause (a), will be deemed to include any then outstanding Other Term Loans and Other Term Loan Commitments), in the form of Other Term Loans or Other Term Loan Commitments, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (A) shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (B) will have such pricing, fees, premiums, and interest or optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, (C) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the then applicable Weighted Average Life to Maturity of the Term Loans being refinanced (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (D) any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments will share ratably in any voluntary and mandatory prepayments or repayments of Term Loans (unless the Lenders providing the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (E) such Credit Agreement Refinancing Indebtedness shall be subject to the Intercreditor Agreement and (F) will have terms and conditions that are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than those applicable to the Refinanced Debt, taken as a whole, as determined in Holdings’ good faith judgment in consultation with the Administrative Agent (except for (A) covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time of the incurrence or issuance of any such Credit Agreement Refinancing Indebtedness or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $10,000,000 and an integral multiple of $1,000,000 in excess thereof.

  • Other Indebtedness and Agreements (a) (i) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders or (ii) modify its charter or by-laws to the extent that any such modification would be adverse to the Lenders in any material respect.

  • Hedging Arrangements To the extent any Affiliate of a Lender is a party to a Hedging Agreement with the Borrowers and thereby becomes a beneficiary of the Liens described in Section 4.16 hereof pursuant to the Security Documents, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent its nominee and agent, to act for and on behalf of such Affiliate in connection with the Security Documents and to be bound by the terms of this Section 10.