Overall Intent Sample Clauses

Overall Intent. It is the intention of the Lenders that the Lenders shall share in any payments delivered by, and any amounts received in connection with the exercise of any remedies against, the Buyer ratably among the Lenders. In furtherance of the foregoing, each Lender covenants and agrees that the priorities of their respective liens and security interests in the Collateral shall be equal and the Collateral shall secure the Obligations ratably in accordance with the Lenders’ pro rata share thereof. Said priority shall exist and be enforceable irrespective of the time or order of attachment or perfection of any lien or security interest or the time or order of filing of any financing statements or other documents. The lien priority provisions of this Agreement are for the benefit of and shall be enforceable directly by the Lenders.
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Overall Intent. It is the intention of the Lenders that, following the occurrence of any Debt Limit Excession or any Sharing Date, they shall share in any payments delivered by, or any amounts resulting from Set-Off against, the U.S. Borrower, the Canadian Borrower or the Australian Borrower to cure such Debt Limit Excession (until the Debt Limit Excession is cured or until a Sharing Date occurs), and after any Sharing Date in any Reallocable Payments received, pro rata to their respective proportions of the Combined Outstandings. It is the further intention of the Lenders that the pari passu sharing arrangements set forth in this Article 3 shall never require that any Lender purchase and continue to hold participations in an aggregate amount greater than such Lender's Aggregate Commitments under any applicable Credit Agreements.
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Overall Intent. It is the intention of the Banks that, following the Reference Date, they shall share in any Reallocable Payments received following the Reference Date pro rata to their respective proportions of the Combined Outstandings.
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Related to Overall Intent

  • Investment Intent Buyer is acquiring the Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

  • General Intent Subject to the specific provisions and limitations of this Article 18, it is the intent of the Parties that each Party shall be liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the breaching Party’s failure to perform its obligations in the manner required by this Agreement.

  • Investment Intention The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof. Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • Status and Investment Intent (a) Status of the Purchaser. The Purchaser is either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Closing Agreements On the Closing Date, the following activities shall occur, the following agreements shall be executed and delivered, and the respective parties thereto shall have performed all acts that are required by the terms of such activities and agreements to have been performed simultaneously with the execution and delivery thereof as of the Closing Date:

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

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