Sharing Event Clause Samples

A Sharing Event clause defines the circumstances under which certain information, resources, or benefits must be shared between parties to an agreement. Typically, this clause outlines what triggers the sharing obligation, such as the achievement of a milestone, the receipt of specific data, or the occurrence of a particular event. For example, in a joint venture, a Sharing Event might require both parties to disclose relevant research findings or distribute profits once a project phase is completed. The core function of this clause is to ensure transparency and equitable distribution, preventing disputes by clearly specifying when and how sharing must occur.
Sharing Event. (a) Upon the occurrence of a Sharing Event, automatically (and without the taking of any action) (x) all then outstanding Eurocurrency Loans denominated in an Alternate Currency shall be automatically converted into Loans denominated in Dollars (in an amount equal to the Dollar Equivalent, as determined by the Administrative Agent in accordance with this Agreement, of the aggregate principal amount of such Eurocurrency Loans on the date such Sharing Event first occurred, which Loans denominated in Dollars (i) shall thereafter be deemed to be ABR Loans and (ii) shall be immediately due and payable on the date such Sharing Event occurred) and (y) all accrued and unpaid interest and other amounts owing with respect to such Eurocurrency Loans shall be immediately due and payable in Dollars, in an amount equal to the Dollar Equivalent of such accrued and unpaid interest and other amounts. (b) Upon the occurrence of a Sharing Event, and after giving effect to any automatic conversion pursuant to Section 10.22(a), each Lender shall (and hereby unconditionally and irrevocably agrees to) purchase and sell (in each case in Dollars) undivided participating interests in all Loans (other than Competitive Rate Loans) outstanding to, and any unpaid amounts the Issuing Lender has disbursed under a Letter of Credit owing by, any Borrower in amounts such that each Lender shall have a share of the outstanding Loans (other than Competitive Loans) and unpaid amounts the Issuing Lender has disbursed under a Letter of Credit then owing by any Borrower equal to its Applicable Percentage of the Revolving Commitments (although if because of fluctuations in currency exchange rates any Lender would be required to purchase such participations after giving effect to which such Lender’s Loans and Letter of Credit participations (including participations therein purchased pursuant to this Section) would exceed such Lender’s Revolving Commitment, then such participations shall be in an amount after giving effect to which such Lender’s Loans and Letter of Credit participations (including participations therein purchased pursuant to this Section) would equal such Lender’s Revolving Commitment). Upon any such occurrence, the Administrative Agent shall notify each Lender and shall specify the amount of Dollars required from such Lender in order to effect the purchases and sales by the various Lenders of participating interests in the amounts required above (together with accrued interest with...
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Sharing Event. The occurrence of (i) an Event of Default with respect to the Borrower or the Company pursuant to Sections 12.1(g) or 12.1(h), (ii) a termination of the Commitments pursuant to Section 12.2 or (iii) the acceleration of the Loans pursuant to Section 12.1.
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Sharing Event. 78 ARTICLE XI GUARANTEE BY KIMCO........................................................................80 SECTION 11.1 Guarantee........................................................................80 SECTION 11.2 Guaranteed Obligations Not Waived................................................80 SECTION 11.3 Guarantee of Payment.............................................................80 SECTION 11.4 No Discharge or Diminishment of Guarantee........................................81 SECTION 11.5 Defenses Waived; Maturity of Guaranteed Obligations..............................81 SECTION 11.6 Agreement to Pay; Subordination..................................................82 SECTION 11.7 Reinstatement....................................................................82 SECTION 11.8 Information......................................................................82 EXHIBITS: Exhibit A -- Form of Assignment and Assumption Exhibit B-1 -- Form of Revolving Credit Note Exhibit B-2 -- Form of Competitive Loan Note Exhibit C -- Form of Subsidiary Guarantee Exhibit D -- Form of Opinion of Loan Party Counsel Exhibit E -- Form of Closing Certificate of a Borrower Exhibit F -- Form of Compliance Certificate Exhibit G -- Form of Adherence Agreement SCHEDULES: Schedule 1.1A -- Lenders and Revolving Commitments Immediately After Giving Effect to Effective Date Schedule 1.1B -- FFO Definition Variations Schedule 1.1C -- Exiting Lenders Schedule 2.2 -- Existing Loans Schedule 3.10 -- Existing Letters of Credit Schedule 4.1 -- Certain Financial Disclosure Schedule 4.2 -- Transaction(s) Referred to in Section 4.2 Schedule 4.19 -- Condemnation Proceedings Schedule 7.2 -- Transaction(s) Referred to in Section 7.2 Schedule 10.10 -- Subsidiary Guarantors AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 26, 2005, among KIMCO REALTY CORPORATION, a Maryland corporation ("Kimco"), the Subsidiaries of Kimco from time to time parties hereto (collectively, the "Subsidiary Borrowers"; together with Kimco, the "Borrowers"), the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the "Lenders"), the Issuing Lender party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, NEW YORK AGENCY, as Syndication Agents (in such capacity, collectively, the "Syndication Agents"), UBS LOAN FINANCE LLC and ▇▇▇▇▇ FARGO BANK NATIONAL ASSOCIATION, as Documentation Agents (in such capacity, collectively, the ...
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Related to Sharing Event

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

  • Liquidating Events The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) The sale of all or substantially all of the assets of the Company; and (b) The determination of the Managing Member to dissolve, wind up, and liquidate the Company. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.

  • Triggering Event A "Triggering Event" shall have occurred if the Merger Agreement is terminated and Grantee then or thereafter becomes entitled to receive the Termination Fee pursuant to Section 8.5(b) of the Merger Agreement.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.