Temporary Inability Sample Clauses
The Temporary Inability clause defines how contractual obligations are affected when a party is temporarily unable to perform due to circumstances beyond their control. Typically, this clause allows for a suspension of duties for the duration of the inability, such as in cases of natural disasters or technical failures, and may require prompt notification to the other party. Its core function is to provide flexibility and fairness by preventing a party from being penalized for short-term, unforeseen disruptions, while also setting expectations for resumption of performance once the impediment is resolved.
Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or ...
Temporary Inability. Subject to Section 2.8(b), if Bank determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof, or that for any reason in connection with any request for a SOFR Advance or a conversion thereto or a continuation thereof that Term SOFR with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to Bank of funding such Advance, Bank will promptly so notify Borrower. Upon notice thereof by Bank to Borrower, any obligation of Bank to make SOFR Advances, and any right of the Borrower to continue such SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or, if applicable, affected Interest Periods) until Bank revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for an Advance of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into Base Rate Advances, if applicable, at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any breakage costs incurred in connection therewith. Subject to Section 2.8(b), if Bank determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances shall be determined by Bank without reference to clause (b) of the definition of “Base Rate” until Bank revokes such determination.
Temporary Inability. In the event, prior to commencement of any Rate Tranche Period relating to a Purchase, Agent shall determine (i) that deposits in dollars (in the applicable amounts) are not being offered to it in the London Interbank Offered Rate market for such Rate Tranche Period, (ii) by reason of circumstances affecting the London Interbank Offered Rate Market adequate and reasonable methods do not exist for ascertaining the LIBO Rate, (iii) the LIBO Rate as determined by Agent will not adequately and fairly reflect the cost to the Purchaser of funding their Purchase for such Rate Tranche Period or (iv) the making or funding of Purchases at the LIBO Rate becomes impracticable; then, Agent shall promptly provide notice of such determination to the Seller (which shall be conclusive and binding on the Seller), and (x) any request for Purchase at the LIBO Rate shall be automatically withdrawn and shall be deemed a request for an Alternate Base Rate Purchase, (y) each LIBO Rate Purchase will automatically, on the last day of the then current Rate Tranche Period relating thereto, become an Alternate Base Rate Purchase, and (z) the obligations of the Purchasers to Purchase as the LIBO Rate shall be suspended until Agent determines that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify the Seller.
Temporary Inability. Except in the case of circumstances described in Section 2.18(a)(ii), if in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that on any Interest Rate Determination Date (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (2) adequate and reasonable means do not exist to determine the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, (in each case with respect to this clause (a)(i)(A), the “Impacted Loans”), or (B) the Administrative Agent or the Requisite Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the -99- 105376510
Temporary Inability. (i) Except in the case of circumstances described in Section 8.01(b), if in connection with any request for a Euro-Dollar Loan or a conversion to or continuation thereof, (A) the Agent determines that (1) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Euro-Dollar Loan, or (2) adequate and reasonable means do not exist for determining the Euro-Dollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Agent or the Required Banks determine that for any reason the Euro-Dollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan does not adequately and fairly reflect the cost to such Banks of funding such Euro-Dollar Loan, the Agent will promptly so notify the Borrower and each Bank. Thereafter, (x) the obligation of the Banks to make or maintain Euro-Dollar Loans shall be suspended (to the extent of the affected Euro-Dollar Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Euro-Dollar Rate component of the Base Rate, the utilization of the Euro-Dollar Rate component in determining the Base Rate shall be suspended, in each case until the Agent (or, in the case of a determination by the Required Banks described in clause (ii) of Section 8.01(a), until the Agent upon the instruction of the Required Banks) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Euro-Dollar Loans (to the extent of the affected Euro-Dollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
(ii) Notwithstanding the foregoing, if the Agent has made the determination described in clause (a)(i)(A) of this Section, the Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of the first sentence of this section, (2) the Required Banks notify the Agent and th...
Temporary Inability. If the Agent shall determine or be notified by Required Lenders that either: (A) the SOFR Rate, the Tranche Rate or any alternative index designated pursuant to Section 2.5(b)(ii) to the extent that such rate has become effective pursuant to the terms hereof (as of any date, such then-applicable rate, the “Benchmark”) cannot be determined pursuant to the definition thereof, (B) adequate and reasonable methods do not exist for ascertaining the Benchmark, (C) the Benchmark, as determined by the Agent, will not adequately and fairly reflect the cost to the Lenders of funding Advances accruing interest based upon the Benchmark, or (D) the making or funding of Advances accruing interest based upon the Benchmark has become impracticable, then, in any such case, other than as a result of an event described in Section 2.5(b)(ii)(A), the Agent shall promptly provide notice of such determination to the Borrower and Lenders (which shall be conclusive and binding on all parties hereto absent manifest error), and (I) any request for a Advances accruing interest based upon the Benchmark or for a conversion to or continuation of any such Advances shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (II) each such Advance will immediately become a Base Rate Loan, and (III) the obligations of Lenders to make Advances accruing interest based upon the Benchmark shall be suspended until the Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event the Agent shall so notify the Borrower and Lenders.