Payments Generally Agents Clawback Sample Clauses

Payments Generally Agents Clawback. (a) All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to an Approved Foreign Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for Dollar-denominated payments and in Same Day Funds not later than 1:00 p.m. New York City time on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder in an Approved Foreign Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Approved Foreign Currency and in Same Day Funds not later than 2:00 p.m. (London time) (or, if earlier, 9:00 a.m. New York city time) on the dates specified herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Approved Foreign Currency, the Borrower shall make such payment in Dollars in an amount equal to the Dollar Equivalent of such Approved Foreign Currency payment amount. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after the time specified above shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
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Payments Generally Agents Clawback. 7.1.1 General All payments to be made by the Loan Parties hereunder or any Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Loan Parties hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s lending office. All payments received by Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Loan Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
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Payments Generally Agents Clawback. (a) All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for Dollar-denominated payments and in Same Day Funds not later than 1:00 p.m. New York City time on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after the time specified above shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
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Payments Generally Agents Clawback. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Agent, for the account of the respective Banks to which such payment is owed, at the Agent's office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Agent will promptly distribute to each Bank its Commitment Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer. All payments received by Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
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Payments Generally Agents Clawback. (a) Unless the Agent shall have received notice from a Lender prior to the proposed date of any Loans that such Lender will not Transfer to the Agent such Lender’s share of such Loan, the Agent may assume that such Lender has Transferred such share on such date in accordance with this Agreement and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Agent, then the applicable Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation plus any administrative processing or similar fees customarily charged by the Agent in connection with the foregoing. If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Loan to the Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Agent.
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Payments Generally Agents Clawback. (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Tranche 1 Loans denominated in an Alternative Currency or Tranche 2 Loans, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in U.S. Dollars and in Same Day Funds not later than 11:00 a.m. on the date specified herein. Except as otherwise expressly provided herein, (i) all payments by the Borrowers hereunder with respect to principal and interest on Tranche 1 Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Tranche 1 Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein, and (ii) all payments by the Borrowers hereunder with respect to principal and interest on Tranche 2 Loans and other amounts payable to the Tranche 2 Lenders shall be made to the Canadian Facility Agent, for the account of the respective Tranche 2 Lenders to which such payment is owed, at the applicable Canadian Facility Agent’s Office, in Canadian Dollars or U.S. Dollars, as required hereunder, and in Same Day Funds, not later than 11:00 a.m. on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement in respect of the Tranche 1 Loans be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in U.S. Dollars in the U.S. Dollar Equivalent of the Alternative Currency payment amount. The Applicable Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 11:00 a.m., in the case of payments in U.S. Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an A...
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Payments Generally Agents Clawback. 31 2.13 Sharing of Payments by Lenders 32 2.14 Intentionally Omitted. 33 2.15 Intentionally Omitted. 33 2.16 Defaulting Lenders. 33 2.17 Joint and Several Obligations. 34 Article III. TAXES, YIELD PROTECTION AND ILLEGALITY 34 3.01 Taxes. 34 3.02 Illegality 39 3.03 Inability to Determine Rates. 39
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Payments Generally Agents Clawback. 8482 2.13 Sharing of Payments by Credit Parties 8683 2.14 Settlement Amongst Lenders 8684 2.15 Increase in Commitments. 8784 2.16 Defaulting Lenders. 8986 2.17 Extension of Maturity Date. 9188 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER 9491 DB1/ 136748921.3 TABLE OF CONTENTS (continued) Page -ii- 3.01 Taxes. 9491 3.02
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Payments Generally Agents Clawback 
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Related to Payments Generally Agents Clawback

  • Payments Generally Administrative Agents Clawback (a) All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the applicable Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • Payments Generally (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

  • Payments Generally; Pro Rata Treatment Sharing of Set-offs 40 Section 2.18. Mitigation Obligations; Replacement of Lenders 42 Section 2.19. Additional Borrowers 43 ARTICLE 3

  • Agents Generally Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in its capacity as such.

  • Payments Generally; Pro Rata Treatment; Sharing of Set-offs (a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of Revolving L/C Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the applicable Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder of (i) principal or interest in respect of any Loan or (ii) Revolving L/C Reimbursement Obligations shall in each case be made in U.S. Dollars. All payments of other amounts due hereunder or under any other Loan Document shall be made in U.S. Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

  • Payments Generally; Pro Rata Treatment; Sharing of Set Off 4951 Section 2.16 Mitigation Obligations; Replacement of Lenders 5052 Section 2.17 Defaulting Lenders 5153 Section 2.18 Incremental Facility 5355 Section 2.19 Extension of the Maturity Date 5557 Section 2.20 Letters of Credit. 5658 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 6264 Section 3.01 Organization; Powers 6264 Section 3.02 Authorization; Enforceability 6264 Section 3.03 Governmental Approvals; No Conflicts 6264 Section 3.04 Financial Condition; No Material Adverse Change 6365 Section 3.05 Properties 6365 Section 3.06 Litigation and Environmental Matters 6365 Section 3.07 Compliance with Laws and Agreements; No Default 6466 Section 3.08 Investment Company Status 6466 Section 3.09 Margin Stock 6466 Section 3.10 Taxes 6466 Section 3.11 ERISA 6466 Section 3.12 Disclosure 6567 Section 3.13 Subsidiaries 6668 Section 3.14 Solvency 6668 Section 3.15 Anti-Terrorism Law 6668 Section 3.16 FCPA; Sanctions 6769 Section 3.17 Collateral Matters 6770 Section 3.18 Beneficial Ownership Certification 6870 ARTICLE 4 CONDITIONS 6870 Section 4.01 Effective Date 6870 Section 4.02 Each Credit Event 7072 ARTICLE 5 AFFIRMATIVE COVENANTS 7073 Section 5.01 Financial Statements; Ratings Change and Other Information 7073 Section 5.02 Notices of Material Events 7274 Section 5.03 Existence; Conduct of Business 7375 Section 5.04 Payment of Taxes and Other Claims 7375 Section 5.05 Maintenance of Properties; Insurance 7375 Section 5.06 Books and Records; Inspection Rights 7375 Section 5.07 ERISA-Related Information 7476 Section 5.08 Compliance with Laws and Agreements 7476 Section 5.09 Use of Proceeds 7476 Section 5.10 Additional Guarantors; Additional Collateral 7477 Section 5.11 Holdings 7678 Section 5.12 Post-Closing 7678 ARTICLE 6 NEGATIVE COVENANTS 7679 Section 6.01 Indebtedness 7779 Section 6.02 Liens 7880 Section 6.03 Fundamental Changes 8082 Section 6.04 Use of Proceeds 8183 Section 6.05 Minimum Liquidity 8183 Section 6.06 Restricted Repayments 8183 Section 6.07 Junior Debt Prepayments 8284 ARTICLE 7 EVENTS OF DEFAULT 8385 Section 7.01 Events of Default 8385 Section 7.02 Application of Funds 8587 ARTICLE 8 THE AGENTS 8688 Section 8.01 Appointment of the Administrative Agent 8688 Section 8.02 Powers and Duties 8789 Section 8.03 General Immunity 8789 Section 8.04 Administrative Agent Entitled to Act as Lender 8991 Section 8.05 Lenders’ Representations, Warranties and Acknowledgment 8991 Section 8.06 Right to Indemnity 8992 Section 8.07 Successor Administrative Agent 9092 Section 8.08 Guaranty 9193 Section 8.09 Actions in Concert 9194 Section 8.10 Withholding Taxes 9294 Section 8.11 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim 9294 Section 8.12 Intercreditor Agreements 9395 Section 8.13 Secured Cash Management Agreements and Secured Hedge Agreements 9395 ARTICLE 9 MISCELLANEOUS 9397 Section 9.01 Notices 9397 Section 9.02 Waivers; Amendments 97101 Section 9.03 Expenses; Indemnity; Damage Waiver 99103 Section 9.04 Successors and Assigns 101104 Section 9.05 Survival 105109 Section 9.06 Counterparts; Integration; Effectiveness 106109 Section 9.07 Severability 106109 Section 9.08 Right of Setoff 106109 Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process 107110 Section 9.10 Waiver Of Jury Trial 107110 Section 9.11 Headings 108111 Section 9.12 Confidentiality 108111 Section 9.13 Interest Rate Limitation 109112 Section 9.14 No Advisory or Fiduciary Responsibility 109113 Section 9.15 Electronic Execution of Assignments and Certain Other Documents 110113 Section 9.16 USA XXXXXXX Xxx 000000 Section 9.17 Release of Guarantors; Release of Collateral 110114 Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 112115 Schedules Schedule 2.01 Lenders, Revolving Commitments and Letter of Credit Issuer Sublimit Schedules to the Disclosure Letter Schedule 3.11 Plans Schedule 3.13 Capitalization Schedule 6.01 Specified Indebtedness Schedule 6.02 Existing Liens Exhibits Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D-1 Form of Revolving Note Exhibit D-2 [Reserved] Exhibit E-1 Form of Guaranty Exhibit E-2 Form of Holdings Guaranty Exhibit F Form of Compliance Certificate Exhibit G [Reserved] Exhibit H-1 Form of U.S. Tax Compliance Certificate Exhibit H-2 Form of U.S. Tax Compliance Certificate Exhibit H-3 Form of U.S. Tax Compliance Certificate Exhibit H-4 Form of U.S. Tax Compliance Certificate REVOLVING CREDIT AGREEMENT dated as of June 26, 2015 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as the Administrative Agent. The Borrower (such term and each other capitalized term used and not otherwise defined in these recitals having the meaning assigned to it in Article 1), has requested the Lenders to make Loans to the Borrower on a revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date. The proceeds of borrowings hereunder, together with the issuance of any letter of credit, are to be used for the purposes described in Section 5.09. The Lenders are willing to establish the credit facility referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, for valuable consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

  • Payments Generally; Pro Rata Treatment; Sharing of Setoffs (a) Each Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees, or reimbursement of LC Disbursement or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except payments to be made directly to any Issuing Bank or Swingline Lender shall be made as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment (other than payments on the Eurocurrency Loans) under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. All payments or prepayments of any Loan shall be made in the currency in which such Loan is denominated, all reimbursements of any LC Disbursements shall be made in dollars, all payments of accrued interest payable on a Loan or LC Disbursement shall be made in dollars, and all other payments under each Loan Document shall be made in dollars.

  • Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.

  • Investments Generally The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, directly or indirectly, acquire, make or purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following:

  • Prepayments Generally Whenever the Borrower desires or is required to prepay any part of its Loans, it shall provide Standard Notice to the Agent setting forth the following information:

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