Promptly following Sample Clauses

Promptly following. (i) the Delivery Period Termination Date, or, if later, the date of any Final Withdrawal (the later of such dates, the “Escrow Period Termination Date”), if there has been, on or prior to the Escrow Period Termination Date, (A) any change in the information set forth in clauses (y) and (z) below from that set forth in page 81 of the Offering Memorandum, or (B) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Series B Equipment Notes held in the Class B Trust, any Event of Loss Withdrawal or any Final Withdrawal, and
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Promptly following. (i) delivery by either Party of a Termination Notice or any Termination by Court Ruling, as applicable; and
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Promptly following receipt by the Foreign Trade Facility Agent of any payment from any Borrower pursuant to Section 2.6(h), the Foreign Trade Facility Agent shall distribute such payment to the Lenders that have made payments pursuant to this paragraph to reimburse such Foreign Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Foreign Issuing Lender for any payment or indemnity made by the applicable Foreign Issuing Lender pursuant to Section 2.6(h) shall not relieve any Borrower of its obligation to make any reimbursement or indemnity pursuant to Section 2.6(h).
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Promptly following. (1) the execution of the Hedging Arrangements and (2) the purchase or subscription of any shares or warrants in Olivetti or any Convertible Bonds or the exercise of any conversion rights under such warrants and/or Convertible Bonds into Olivetti shares, the purchase price or subscription monies or exercise price of which has been financed in whole or in part with the proceeds of any Loan (and in any event within 5 Business Days of such event), the Borrower shall create or procure the creation of a first ranking pledge or other Security in respect of its claims under such agreements and/or (as the case may be) such shares, warrants or bonds in favour of the Finance Parties to secure all or any of its obligations under the Finance Documents. To the extent practicable, such Security Documents shall be substantially in the form of the Security Document referred in paragraph (a) of the definition of Security Documents or shall otherwise be in form and substance satisfactory to the Security Agent (acting on the instructions of the Lenders) (acting reasonably).
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Promptly following a Change in Control (but in no event more than five Business Days thereafter), the Company shall mail to each holder of Securities, at such holder's address as it appears on the transfer books of the Company, notice of such Change in Control, which notice shall set forth each holder's right to require the Company to redeem any or all Securities held by such holder. The Company shall thereafter during a period of 120 days from the date of such notice (or the date the Company was required to give such notice) redeem any Securities, in whole or in part, at the option of the holder, upon at least five (5) days' written notice to the Company by such holder specifying, (x) in the case in which such Securities are held in the form of Notes, (i) the principal amount of Notes to be redeemed, (ii) the redemption date therefor and (iii) the holder's election with respect to the redemption price therefor as set forth in Section 8.2(a)(x), and (y) in the case in which such Securities are held in the form of Common Stock, (i) the number of shares of Common Stock to be redeemed and (ii) the redemption date therefor.
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Promptly following a Shareholder Distribution, the Seller shall deliver to Buyer such information related to each holder of Shares receiving CVRs as reasonably requested by Buyer for purposes of enabling the Rights Agent to update the CVR Registry (as defined in the Contingent Value Rights Agreement), including the name and address of such holders and the number of CVRs distributed to such holders. The Seller shall also, as promptly as practicable following the Shareholder Distribution(s), with the assistance of the Buyer, wind up its affairs, satisfy all valid claims of creditors and others having claims against the Seller and effectuate liquidation, all in full compliance with applicable laws.
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Related to Promptly following

  • Promptly upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as will be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder, the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Mortgage Loan) and the Operating Advisor of any offers received regarding the sale of any Defaulted Loan. Any Serviced Pari Passu Companion Loan that is part of a Defaulted Serviced Loan Combination is to be sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional requirements set forth in the related Co-Lender Agreement.

  • Promptly (but no later than 1 Business Day) after filing with the Commission, the Trust Administrator will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trust Administrator. Each party to this Agreement acknowledges that the performance by the Trust Administrator of its duties under this Section 13.02 related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 13.02. The Trust Administrator shall not have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trust Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Termination Following a Change of Control (1) In the event that a "Change in Control" of the Company shall occur at any time during the Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

  • Termination Following a Change in Control In the event of a Change in Control, if the Executive’s employment is terminated by the Company or an Affiliate during the Post-Change Period, the Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

  • Tax Periods Ending on or Before the Closing Date The Sellers shall prepare or cause to be prepared all Tax Returns for each member of the Maple Group for all Tax periods ending prior to the Closing Date which are to be filed prior to the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each member of the Maple Group for all Tax periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) which are required to be filed after the Closing Date in a manner that is consistent with the historic tax and accounting methods of such member of the Maple Group; provided that such methods are not contrary to applicable law. The Seller shall reimburse Buyer for the cost of preparing such Pre-Closing Tax Period Tax Returns; provided, however that the Seller shall have approved such cost in advance, which such approval shall not be unreasonably withheld. The Sellers shall be responsible for all Taxes of the Maple Group for all Pre-Closing Tax Periods and shall pay to (or as directed by) the Buyer any Taxes of the Maple Group for all Pre-Closing Tax Periods to the extent such Taxes (x) have not already been paid by the Maple Group prior to the Closing or (y) are not reflected in the accrual for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Balance Sheet, and such payments shall be made in each applicable case within fifteen (15) days after the date when the Buyer notifies the Sellers of an amount of such Taxes that is payable to the relevant Taxing Authority.

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by Company, Indirect Parent, Second Intermediary -------------------------------------------------------------------- Parent, First Intermediary Parent and Parent. During the period from the date -------------------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall cause the Company to and the Company shall, except to the extent that Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, without the prior written consent of Purchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither Indirect Parent, Second Intermediary Parent, First Intermediary Parent nor Parent shall permit the Company to, and Company shall not do any of the following:

  • Conditions Precedent to the Effective Date It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B hereof:

  • Contract Effective Date This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed.