ILC Clause Samples
An ILC, or Irrevocable Letter of Credit, is a financial instrument used to guarantee payment from a buyer to a seller, typically in international trade transactions. Under this clause, a bank commits to pay the seller a specified amount on behalf of the buyer, provided that the seller meets certain documentary requirements, such as shipping documents or invoices. The ILC ensures that the seller receives payment as long as the terms are met, thereby reducing the risk of non-payment and facilitating trust between parties who may not have an established business relationship.
ILC. Notwithstanding anything to the contrary in Section 24.1, but subject to the provisions of Section 24.7 above, Lessor shall consent to any Transfer resulting from (a) a sale or transfer of all or substantially all of the outstanding capital stock of ILC or a sale or transfer of all or substantially all of the assets of ILC, in each case to a single purchaser or transferee in a single transaction or (b) a merger, consolidation or stock exchange to which ILC is a party, so long as each of the following conditions is met:
(i) The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, immediately following the effectiveness of such event shall be equal to or greater than the greater of (A) $55 Million (as adjusted pursuant to the Cost of Living Index to equate to constant 1996 dollars) and (B) the lesser of (1) the Consolidated Net Worth of ILC immediately prior to the effectiveness of such event and (2) $100 Million (as adjusted pursuant to the Cost of Living Index to equate to constant 1996 dollars).
(ii) The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, immediately following the effectiveness of such event shall not be greater than the debt to equity ratio of ILC immediately prior to the effectiveness of such event. For purposes of this clause (ii), "debt" shall include the capitalized value of any operating leases to which ILC and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor.
(iii) The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(s) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of ILC as the same exists immediately prior to the effectiveness of such event, as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have "sufficient operating experience and history" if, (A) immediately prior to the effect...