NCL America Holdings Continuation Agreement Sample Clauses

NCL America Holdings Continuation Agreement. In the event that Star has provided the Guarantor and Investor I with the Star Termination Election, then within thirty (30) days thereafter, the Guarantor and Star will mutually agree in writing that the Guarantor shall continue to operate and manage the NCLA Business (the “NCLA Continuation Agreement”), in which case (i) Star’s obligations to reimburse the Guarantor for the NCLA Cash Losses shall terminate, and Star shall not be obligated to pay for any Shut Down Costs and (ii) the Guarantor shall pay to Star an amount equal to USD800,000,000, less the Aloha Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such amounts together the “Payment”) provided that the Payment shall be funded in part by an incremental equity contribution to the Guarantor by each of Star and Investor I in the amount of USD170,000,000, less one-half of the Aloha Accumulated Book Depreciation and less one-half of the Allocable Aloha Indebtedness. Subject to the proviso in the immediately preceding paragraph, the Guarantor shall use reasonable best efforts to fund any payments to Star pursuant to the NCLA Continuation Agreement, NCLA Wind Up Transactions or the Guarantor Termination Election by either the use of funds generated internally by the Guarantor or generated from the incurrence of additional Indebtedness from existing or new debt facilities. In the event that the Guarantor is unable to fund payments in such a manner, Star and Investor I acknowledge and agree that such funds shall be generated by the net proceeds of a primary offering of additional Ordinary Shares to the existing shareholders of the Guarantor at the Subscription Price.
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Related to NCL America Holdings Continuation Agreement

  • Subsidiary Agreement 1. To facilitate the carrying out of the Project, the Recipient shall make the proceeds of the Financing available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”).

  • Effective Agreement The submission of this Agreement for examination is not intended to nor shall constitute an offer to sell, or a reservation of, or option or proposal of any kind for the purchase of the Property. In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart of this Agreement has been executed and delivered by each party hereto.

  • Formation and Continuation (a) The Company was formed upon the issuance by the Secretary of State of the Certificate for the Company. This Agreement shall be effective at the time of such filing. Xxxxxxxx X. Xxxxxx is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file such certificate of formation, and any action taken prior to the execution of this Agreement in connection therewith by any such person is hereby ratified and confirmed. In addition, Xxxxxx Xxx is designated as an authorized person within the meaning of the Act. The Management Directors may designate any person to be an authorized person, within the meaning of the Act.

  • Printing of Collective Agreement The Hospital and Union agree that the cost of printing the collective agreements will be shared equally between the parties. The Union will be responsible for having the collective agreements printed in booklet format within sixty (60) days of its signing by both parties.

  • Reimbursement Agreement The Sponsor entered into an Expense Reimbursement Agreement (“Reimbursement Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor has committed to fund the Company up to $1,750,000 for the Company’s expenses relating to investigating and selecting a target business and other working capital requirements prior to an initial Business Combination.

  • AMENDMENT, SUPPLEMENT AND WAIVER The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

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