Specified Provisions Sample Clauses
Specified Provisions. The Co-Borrowers and each other Loan Party hereby confirm and agree that, from and after the Amendment No. 8 Effective Date, the Company shall not, nor shall it permit any of its Restricted Subsidiaries to: (a) after giving effect to the Associated Transactions (as defined in Amendment No. 7), incur Incremental Term Loans, establish Incremental Revolving Commitments or otherwise incur Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt pursuant to the capacity provided by subclause (x) of the proviso to the first sentence of Section 2.14(a) of the Credit Agreement, whether through Section 2.14 of the Credit Agreement or through Section 7.03(t) of the Credit Agreement; (b) create, incur, assume or suffer to exist any Indebtedness pursuant to the capacity provided by Section 7.03(s) of the Credit Agreement in an aggregate principal amount exceeding $75,000,000 at any one time outstanding; (c) declare or make, directly or indirectly, any Restricted Payment pursuant to Section 7.06(j) or Section 7.06(l) of the Credit Agreement; and/or (d) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (X) the Senior Unsecured Notes, (Y) the Senior Secured Notes or (Z) any Subordinated Debt pursuant to Section 7.09(a)(iii) or Section 7.09(a)(iv) of the Credit Agreement. Each Loan Party hereby confirms and agrees that any failure to perform or observe any covenant or agreement contained in the previous sentence shall constitute an Event of Default under Section 8.01(b) of the Credit Agreement.
Specified Provisions. ISO Certification and Additional Processes. The Distribution Agreement shall provide that the Company will establish ISO 9001 certification and the following processes: (i) Change Control Process; (ii) Training Process; (iii) Non-Conforming Process; and (iv) Corrective and Preventive Actions (CAPA) Process.
Specified Provisions. Other than the Specified Provisions, neither the terms or provisions of, nor the consummation of the transactions contemplated by, either Acquisition shall create or result in any breach or violation of any terms of any Loan Document or create or result in any Default or Event of Default (regardless of the effectiveness of this Consent).
Specified Provisions. (a) Prior to the Closing, ▇▇▇▇ Seller will cause Allstate Settlement Corporation, Allstate International Assignments, Ltd. and Allstate Assignment Company (the “Settlement Companies”) to amend its charter with the form of amendment included as Exhibit I.
(b) After the Closing and for so long as ▇▇▇▇ Seller’s surety bonds covering the obligation of Allstate Settlement Corporation remain outstanding, or any guarantee or similar arrangement by ▇▇▇▇ Seller or any of its Affiliates covering the obligations of the Settlement Companies or the payout annuity obligations of the Company or ALNY in respect thereof remain outstanding, Buyer will not, and will cause each Settlement Company not to, take any of the following actions in the provisions set forth below (the “Specified Provisions”) with respect to such Settlement Company absent ▇▇▇▇ Seller’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed:
(i) enter into, or permit any of such Settlement Company’s assets to be subject to, any contract, understanding or agreement, other than the PA Business Contracts, this Agreement and any tax sharing agreement of any consolidated, combined, affiliated, unitary or similar Tax group of which such Settlement Company is a member;
(ii) amend the charter in a manner that would change, amend, supersede, be inconsistent with or impact the effectiveness of, any of the Specified Provisions in such Settlement Company’s charter;
(iii) amend, restate, modify, supplement, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to any amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of any obligations of third parties under, or enter into any agreement inconsistent with, such Settlement Company’s organizational documents (other than to change the name of such Settlement Company as contemplated by this Agreement) or the PA Business Contracts; in the event any such organizational document or PA Business Contract is so amended, restated, modified, supplemented, terminated, altered or waived (which, for purposes of certainty, must in all cases be effected in accordance with this Section 5.17(b)(iii)), such Settlement Company shall furnish ALIC Seller with a fully-executed original or copy of such document as so amended, restated, modified, supplemented, terminated, altered or waived, as the case may be promptly foll...
Specified Provisions. Notwithstanding anything set forth in Schedule 5(a) to the contrary, solely in the event that a Collateral Event has occurred, the Purchase Price payable by Option Holder in respect of an exercise of the Option shall be payable, in cash, securities, property or other assets (as determined by Option Holder in its sole discretion), in an aggregate amount equal to the product of (i) the applicable number of shares of Parent Class A Common Stock listed in the table above under the column entitled “Purchase Price (Parent Class A Common Stock)”, and (ii) the Current Market Value (as defined below) of a share of Parent Class A Common Stock as of the date of the applicable Exercise Notice or Put Exercise Notice. For purposes hereof: