Pursuant to Section 1 Sample Clauses

Pursuant to Section 1. 3 of the Credit Agreement, the New Borrower is executing this Borrower Joinder Agreement in order to become a Borrower under the Credit Agreement. By executing this Borrower Joinder Agreement, the New Borrower agrees that it shall (i) become a party to the Credit Agreement as if an original signatory thereto, (ii) be bound by all of the provisions of the Credit Agreement as if an original signatory thereto, and (iii) be considered a Borrower for all purposes of the Credit Agreement and have the rights and obligations of a Borrower thereunder.
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Pursuant to Section 1. 06 of the Agreement, Consolidated EBITDA is being adjusted on a Pro Forma Basis with respect to (a) [describe acquisition] (a “Specified Acquisition”) and/or (b) [describe Disposition] (a “Specified Disposition”).]
Pursuant to Section 1. 15 of the Existing Credit Agreement, the parties hereto agree and acknowledge that, effective as of the Amendment Effective Date (as defined below), the aggregate total amount of the Commitments of the Lenders is $100,000,000.00; and
Pursuant to Section 1. 3 of the Receivables Purchase Agreement, the Seller hereby notifies the Agent of the following reduction of Aggregate Capital from Collections. The proposed date of such reduction is [DATE] (the “Proposed Reduction Date”).1 The amount of Aggregate Capital to be reduced on the Proposed Reduction Date is $[ ]. Very truly yours, HBI RECEIVABLES LLC By: Name: Title: 1 Must be in compliance with the Required Notice Period Set forth in Exhibit I to the Receivables Purchase Agreement. EXHIBIT V FORM OF COMPLIANCE CERTIFICATE To: JPMorgan Chase Bank, N.A., as Agent and as a Managing Agent, HSBC Bank USA, N.A., as a Managing Agent, and each of the “Purchasers” party to the Agreement defined below. This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of November 27, 2007 among HBI Receivables LLC (the “Seller”), Hanesbrands Inc. (the “Servicer”), the Purchasers and Managing Agents party thereto and JPMorgan Chase Bank, N.A., as Agent for such Purchasers (the “Agreement”). Terms used herein and not otherwise defined herein shall have the meanings assigned in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
Pursuant to Section 1. 2(a), the Closing Parties agree that, subject to the satisfaction of all conditions to Closing set forth in the Original Agreement or waiver thereof (as set forth herein), the Closing Date shall be January 30, 2009.
Pursuant to Section 1. 5 of the Warrant, this exercise is conditional upon the consummation of the following:
Pursuant to Section 1. 2.2 of the Work Letter, Landlord shall cause the Base Building to comply with the conditions set forth in Schedule 1 of the Tenant Work Letter ("Schedule 1"); provided, however, with respect to the Premises, in lieu of Section 4(o) of Schedule 1, Landlord shall perform the leveling work set forth in Exhibit B, attached hereto.
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Pursuant to Section 1. 2(a) of the Stock Purchase Agreement, the calculation of the Closing Purchase Price includes a deduction of the aggregate amount of all Indebtedness of the Company and its Subsidiaries outstanding as of the Closing and an increase equal to the Net Cash Amount as of the Closing. Pursuant to Section 7.5 of the Stock Purchase Agreement, the Certificate of Indebtedness and Net Cash to be delivered by the Company at the Closing will include a certification of the amount of outstanding Indebtedness and Net Cash Amount of the Company and its Subsidiaries as of the Closing Date. The Company, the Buyer and the Seller Representatives hereby agree that notwithstanding anything to the contrary contained in the Stock Purchase Agreement, the Seller Representatives and the Company shall be permitted to use an estimated amount of (a) the obligations of the Company and its Subsidiaries under their interest rate swap agreements (based on the payoff amount for such obligations as of the last business day preceding the Closing Date) for purposes of calculating Indebtedness of the Company and its Subsidiaries as of the Closing Date and calculating the Closing Purchase Price and (b) the aggregate amount of the Company's and each of its Subsidiaries' cash and cash equivalents on hand or in bank accounts as of such date and the aggregate amount of outstanding and unpaid checks issued by the Company and each of its Subsidiaries as of such date for purposes of calculating the Net Cash Amount and calculating the Closing Purchase Price. In the event that the actual amount of (a) such obligations under the interest rate swap agreements is greater or less than such estimated amount or (b) such cash and cash equivalents and outstanding and unpaid checks is greater or less than such estimated amount, then in connection with the determination of the Final Closing Date Net Working Capital, the Seller Representatives and the Buyer will make an appropriate adjustment and payment to reflect the Closing Purchase Price that would have resulted from using such actual amount in lieu of such estimated amount. Such adjustments will be made at the same time, in the same manner, with the same procedures and the same payment mechanisms as those used in connection with the determination of the Final Closing Date Net Working Capital, including, without limitation, those set forth in Sections 1.2(c) and 1.5 of the Stock Purchase Agreement. Please indicate your agreement to the foregoing by signing and re...
Pursuant to Section 1. 1, Sublessee shall pay Sublessee’s Sublease Share of Utility Costs to Sublessor in accordance with this Article 6. Notwithstanding the immediately foregoing sentence, Sublessor shall have the right, in its reasonable discretion, to equitably allocate the Utility Costs among Sublessee and any other subtenant or occupant of the Leased Premises in a manner other than by Sublessee’s Sublease Share, if Sublessor reasonably determines that the allocation of Utility Costs to Sublessee based on Sublessee’s Sublease Share is not equitable (i.e., Sublessee is using more or less than Sublessee’s Sublease Share of Utility Costs relative to such other subtenant or occupant). Upon request, Sublessor shall provide copies of all utility bills and Sublessor’s calculation for the allocation of Utility Costs to Sublessee in the event Sublessee allocates Utility Costs in a manner other than based on Sublessee’s Sublease Share. The parties agree to use good faith to resolve any dispute regarding an alleged unfair allocation of Utility Costs to Sublessee. If the dispute cannot be resolved, despite the good faith efforts by the parties, within sixty (60) days, the parties can request an audit from an independent professional utility auditor mutually agreeable to both parties (who shall not be compensated on a contingency fee basis and whose costs shall be shared equally by both parties), whose decision shall be final and binding on the parties; provided, however, that Sublessee shall continue to pay the allocated Utility Costs to Sublessor during the pendency of any such audit.
Pursuant to Section 1. 3 of the Receivables Purchase Agreement, the Seller hereby notifies the Administrative Agent of the following reduction of Aggregate Capital from Collections. The proposed date of such reduction is [DATE] (the “Proposed Reduction Date”).1 The amount of Aggregate Capital to be reduced on the Proposed Reduction Date is $[ ]. Very truly yours, [SELLER] By: Name: Title: 1 Must be in compliance with the Required Notice Period Set forth in Exhibit I to the Receivables Purchase Agreement. Exh. VIII-1 SCHEDULE A PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S) Chief Executive Office of each Seller Party: Xxxxxxx Xxxxxxx Finance Company, LLC 0000 X. Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Xxxxxxx Xxxxxxx, Inc. 0000 X. Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Principal Places of Business of each Seller Party: Xxxxxxx Xxxxxxx Finance Company, LLC: Chief Executive Office Xxxxxxx Xxxxxxx, Inc.: Chief Executive Office Locations of Records: Xxxxxxx Xxxxxxx Finance Company, LLC: Chief Executive Office Xxxxxxx Xxxxxxx, Inc.: Chief Executive Office, and 000 X. Xxxxxxx Blvd. Brea, CA 92822 00000 X. X. 000xx Xxx Xxxxx, Xx 00000-0000 0000 Xxxx Xxxxxxxxx Xx. Chaska, MN 55318 Federal Employer Identification Number of Each Seller Party: Xxxxxxx Xxxxxxx Finance Company, LLC: 00-0000000 Xxxxxxx Xxxxxxx, Inc.: 00-0000000 Sch. A-1 SCHEDULE B NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS Lock-Box Related Collection Account Mellon Bank/Pittsburgh Xxxxxxx Xxxxxxx, Inc. Dept. CH 10164 Xxxxxxxx, XX 00000-0000 Xxxxxxx Xxxxxxx, Inc. / #140-4460 Sch. B-1 SCHEDULE C LIST OF CLOSING DOCUMENTS See Attached. Sch. C-1 SCHEDULE D CREDIT AND COLLECTION POLICY See Schedule D to Receivables Sale Agreement Sch. D-1 SCHEDULE E FORM OF CONTRACT(S) See Attached
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