Special Provisions for Counterparty Payments Sample Clauses

Special Provisions for Counterparty Payments. THE PARTIES HEREBY AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN THE AGREEMENT, IN THE EVENT THAT AN EARLY TERMINATION DATE (WHETHER AS A RESULT OF AN EVENT OF DEFAULT OR A TERMINATION EVENT) OCCURS OR IS DESIGNATED WITH RESPECT TO ANY TRANSACTION AND, AS A RESULT, PARTY B OWES TO PARTY A AN AMOUNT CALCULATED UNDER SECTION 6(E) OF THE AGREEMENT (CALCULATED AS IF THE TRANSACTIONS BEING TERMINATED ON SUCH EARLY TERMINATION DATE WERE THE SOLE TRANSACTIONS UNDER THE AGREEMENT), SUCH AMOUNT SHALL BE DEEMED TO BE ZERO. Please confirm that the foregoing correctly sets forth the terms of your agreement by signing and returning this Confirmation. Very truly yours, CAPITAL VENTURES INTERNATIONAL BY: HEIGHTS CAPITAL MANAGEMENT, INC, Its Authorized Agent (Party A) By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Manager Confirmed as of the date first written above: DEXCOM, INC. (Party B) By: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer ANNEX I Matters to be covered in Opinion of Counsel to the Issuer (the “Party B”)
Sample 1
AutoNDA by SimpleDocs
Special Provisions for Counterparty Payments. MLI and Counterparty agree that, notwithstanding anything to the contrary herein or in the Agreement, in the event that (i) an Early Termination Date (whether as a result of an Event of Default or Termination Event) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to MLI an amount calculated under Section 6(e) of the Agreement or (ii) an Extraordinary Event occurs that results in the termination or cancellation of any Transaction pursuant to Article 12 of the Equity Definitions and, as a result, Counterparty owes to MLI a Cancellation Amount or any other amount in respect to the Transaction, such amount shall be deemed to be zero. For the avoidance of doubt, the Counterparty shall not be required to make any additional cash payments (other than the Prepayment Amount) or deliver or return any Shares pursuant to the terms of the Transaction (including, without limitation, the Minimum Shares delivered on the Exchange Business Day immediately following the Hedging Completion Date).
Sample 1
Special Provisions for Counterparty Payments. The parties hereby agree that, notwithstanding anything to the contrary in this Master Confirmation, in the Definitions, in any Confirmation or in the Agreement, in no event shall Counterparty owe GM any amount under this Master Confirmation, the Definitions, any Confirmation or the Agreement; provided that the foregoing shall not limit or prejudice any of GM’s rights or remedies under contract, in law, at equity or otherwise with respect to any breach or violation of this Master Confirmation, the Definitions, any Confirmation or the Agreement by Counterparty.
Sample 1
Special Provisions for Counterparty Payments. The parties hereby agree that, notwithstanding anything to the contrary herein or in the Agreement, in the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to GS&Co. an amount calculated under Section 6(e) of the Agreement, such amount shall be deemed to be zero; provided that following an Acquisition Transaction Announcement, this Section 16 shall cease to apply.
Sample 1
Special Provisions for Counterparty Payments. The parties hereby agree that, notwithstanding anything to the contrary herein or in the Agreement, in the event that (i) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to Bank. an amount calculated under Section 6(e) of the Agreement or (ii) an Extraordinary Event occurs that results in the termination or cancellation of any Transaction pursuant to Article 12 of the Equity Definitions and, as a result, Counterparty owes to Bank a cancellation amount or other amount in respect of such Transaction (in each case, calculated as if the Transactions being terminated or cancelled on such Early Termination Date or as a result of such Extraordinary Event were the sole Transactions under the Agreement), such amount shall be deemed to be zero.
Sample 1
Special Provisions for Counterparty Payments. The parties hereby agree that, notwithstanding anything to contrary in this Confirmation, the Agreement or the Equity Definitions, in the event that an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, such amount shall be deemed to be zero. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Xxxx Xxxxxxxx, Bank of America, N.A., Facsimile No. (000) 000-0000. Very truly yours, Bank of America, N.A. By: /s/ Xxxxxxx Xxxxx Authorized Signatory Name: Xxxxxxx Xxxxx Accepted and confirmed as of the Trade Date: Xxxxxx Rubbermaid Inc. By: /s/ Xxxx X. Xxxx Authorized Signatory
Sample 1
Special Provisions for Counterparty Payments. The parties hereby agree that, notwithstanding anything to contrary in this Confirmation, the Agreement or the Equity Definitions, in the event that an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000. Very truly yours,
Sample 1
AutoNDA by SimpleDocs

Related to Special Provisions for Counterparty Payments

  • Special Provisions for Affected Systems For the re-payment of amounts advanced to Affected System Operator for System Upgrade Facilities or System Deliverability Upgrades, the Developer and Affected System Operator shall enter into an agreement that provides for such re-payment, but only if responsibility for the cost of such System Upgrade Facilities or System Deliverability Upgrades is not to be allocated in accordance with Attachment S to the ISO OATT. The agreement shall specify the terms governing payments to be made by the Developer to the Affected System Operator as well as the re-payment by the Affected System Operator.

  • Special Provisions 9 A. CONTRACTOR shall not use the funds provided by means of this Agreement for the following 10 purposes:

  • Additional Provisions Respecting Insurance (a) All insurance required by this Tenant Agency Compliance Agreement shall be procured and maintained in financially sound and generally recognized responsible insurance companies authorized to write such insurance in the State and selected by the entity required to procure the same. The company issuing the policies required by Section 2.1(a) hereof shall be rated “A” or better by A.M. Best Co., Inc. in Best’s Key Rating Guide. Such insurance may be written with deductible amounts comparable to those on similar policies carried by other companies engaged in businesses similar in size, character and other respects to those in which the procuring entity is engaged. All policies of insurance required by Section 2.1 hereof shall provide for at least thirty (30) days prior written notice to the Agency of the restriction, cancellation or modification thereof. The policy evidencing the insurance required by Section 2.1(c) hereof shall name the Agency as an additional insured. All policies evidencing the insurance required by Section 2.1 (d)(ii) and (iv) shall name the Agency and the Tenant as additional insureds.

  • SPECIAL PROVISION The failure of the COUNTY to insist upon the strict performance of any provision of this Agreement or to exercise any right based upon breach thereof or the acceptance of any performance during such breach shall not constitute a waiver of any right under this Agreement.

  • Financial Provisions Any cooperative activities envisaged or undertaken under this Agreement shall be subject to the availability of resources and to the laws, regulations and policies of the Parties. Costs of cooperative activities shall be borne in such manner as may be mutually determined from time to time between the Parties.

  • Supplemental Provisions for Resecuritization This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected thereby. To the extent that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an "amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any other provisions necessary for the purposes thereof. In connection with each Supplemental Article, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of the Trust Fund as a REMIC or (subject to Section 10.01(f)) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in Section 860G(d) of the Code).

  • General Provisions Regarding Payments (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

  • Denominations: Provisions for Payment The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(a)(13). The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. Subject to Section 2.01(a)(23), the principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount due upon conversion or exchange thereof, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.03. Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below:

  • General Provisions Regarding Accounts 44 SECTION 8.04. Release of Trust Estate..................................................................45 SECTION 8.05.

  • REFERENCED CONTRACT PROVISIONS 2 Term: July 1, 2020 through June 30, 2025 3 Period One means the period from July 1, 2020 through June 30, 2021 4 Period Two means the period from July 1, 2021 through June 30, 2022 5 Period Three means the period from July 1, 2022 through June 30, 2023 6 Period Four means the period from July 1, 2023 through June 30, 2024 7 Period Five means the period from July 1, 2024 through June 30 2025 8 9 Master Contract and CONTRACTOR Allocation Periods: 10 July 1, 2020 through June 30, 2021 11 July 1, 2021 through June 30, 2022 12 July 1, 2022 through June 30, 2023 13 July 1, 2023 through June 30, 2024 14 July 1, 2024 through June 30, 2025 15 16 Basis for Payment: Formulated Amount (Based Upon Regulations) 18 Payment Method: Periodically, in arrears 19 20 CONTRACTOR DUNS Number: «DUNS» 22 CONTRACTOR TAX ID Number: «TAX_ID» 23 24 Notices to COUNTY and CONTRACTOR: 26 COUNTY: County of Orange 27 Health Care Agency 28 Contract Services 29 000 Xxxx 0xx Xxxxxx, Xxxxx 000 00 Xxxxx Xxx, XX 00000-0000 «LC_NAME» «LC_DBA» 32 CONTRACTOR: «CONTACT_EMAIL» «CITY_STATE_ZIP» «CONTACT_TITLE» «ADDRESS» 34 35 36 37

Time is Money Join Law Insider Premium to draft better contracts faster.