The Proposed Sample Clauses

The Proposed. Final Net Working Capital Amount and the Final Net Working Capital Amount shall be determined in accordance with the accounting principles, policies, practices and methods utilized in the preparation of the Opening Statement, as disclosed in the notes to the Opening Statement, except as otherwise set forth in Note 8 to the Opening Statement.

The Proposed. Closing Balance Sheet shall be subject to verification and examination by Seller and, in order to facilitate such verification and examination, Buyer shall, at such reasonable times and places as may be requested by Seller, deliver copies of all supporting documents to Seller and its representatives and provide to Seller and its representatives the right to examine or take copies of any work papers (other than proprietary work papers) used by Buyer in the preparation of the Proposed Closing Balance Sheet.

The Proposed. Paying Agency Agreement Amendments when approved pursuant to the terms and conditions in the applicable Paying Agency Agreement will conform in all material respects to the description thereof in the Preliminary Prospectus and the Prospectus;

The Proposed. Swap Counterparty agrees to become party to the Agreement as a “Swap Counterparty” pursuant to Clause 11.1 (Accession of Swap Counterparties) of the Agreement.

The Proposed. Security Holder hereby undertakes to the Company and the Continuing Parties to comply with, and to observe and perform all the obligations of [a][an][Institution][Party][Rollover Investor] in the Shareholders' Agreement after the date of this Deed and the Proposed Security Holder shall become a Party to the Shareholders' Agreement [as if the Proposed Security Holder were named in the Principal Agreements [as [a][an][Institution][Party][Rollover Investor]], holding the Designated Securities together with any additional Securities the Proposed Security Holder may acquire/be issued from time to time, in addition to the Continuing Parties. [The Proposed Security Holder agrees that this paragraph 1.2 shall be binding on such Proposed Security Holder irrespective of whether the Proposed Security Holder holds the Designated Securities directly or via a nominee.]

The Proposed. SNH Licensees shall cause the Manager to establish a bank account under its name and control and to deposit and maintain a minimum balance therein of $100,000. The Mariner Licensees and Mariner shall have signing authority with respect to such account and weekly, upon approval of the Expense Statement, the Manager shall fund such account with an amount sufficient (over and above the minimum balance) to fund and for the purpose of paying the expenses set forth in the Expense Statement. If Mariner or any Mariner Licensee advances its own funds for any approved Expense Statement expense, the Manager and the Proposed SNH Licensees shall promptly reimburse Mariner or such Mariner Licensee therefor.

The Proposed. A Borrowing is a Supplemental A Borrowing, and after giving effect thereto (x) the outstanding principal amount of all Supplemental A Borrowings does not exceed the amount equal to $200,000,000 less the aggregate amount of all A Commitment Increases pursuant to Section 2.05(b) and (y) the sum of the outstanding principal amount of all Supplemental A Borrowings and the outstanding aggregate amount of all Letter of Credit Liability does not exceed $600,000,000.] ____________________________ * If applicable The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed A Borrowing: (A) the representations and warranties contained in Section 6.01 of the Credit Agreement are correct, before and after giving effect to the Proposed A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (B) no event has occurred and is continuing, or would result from such Proposed A Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or Default. Very truly yours, THE GAP, INC. By________________________________________________ Name: Title: EXHIBIT A-2 NOTICE OF B BORROWING Citicorp USA Inc., as Agent for the Lenders parties to the Credit Agreement referred to below Attention: [Date] Ladies and Gentlemen: The undersigned, The Gap, Inc., refers to the Third Amended and Restated Credit Agreement, dated as of June 26, 2001 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement," ---------------- the terms defined therein being used herein as therein defined), among the undersigned, certain of the undersigned's Subsidiaries, certain Lenders parties thereto, Citibank, N.A., as Issuing Bank, certain Co-Syndication Agents parties thereto, the Documentation Agent, Xxxxxxx Xxxxx Barney Inc. as Arranger, and Citicorp USA Inc., as Agent for said Lenders, and the Issuing Bank, and hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a B Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such B Borrowing (the "Proposed B ---------- Borrowing") is requested to be made: --------- (A) Date of B Borrowing _________________ (B) Amount of B Borrowing _________________ (C) Maturity Date _________________ (D) Interest Rate Basis _________________ (E) Interest Payment Date(s) _________________ Th...

The Proposed. Offering involves (i) the proposed sale by the Company and the holders of securities of the Company named on Schedule I hereto (the "Participating Holders") of shares, or Warrants or other securities of the Company exercisable for or convertible into shares, of Class A Common Stock to certain underwriters to be listed in a schedule to the U.S. Underwriting Agreement referred to below (the "Underwriters"), for whom Smitx Xxxxxx Xxx., PaineWebber Incorporated, CIBC Wood Gundy Securities Corp. and BT Securities Corporation are expected to act as representatives (the "Representatives"), for distribution of such shares (such shares, warrants, and other shares to be sold to the Underwriters, being sometimes hereinafter referred to as the "U.S. Shares") to the public under a Registration Statement on Form S-1 filed on January 26, 1996 under the Securities Act of 1933, as amended, as such Registration Statement is hereafter amended, and (ii) the proposed sale by the Company and the Participating Holders of shares, or Warrants or other securities of the Company exercisable for or convertible into shares, of Class A Common Stock (such shares, warrants, and other shares to be sold to the Managers, being sometimes hereinafter referred to as the "International Shares") through arrangements with certain underwriters outside the United States and Canada (the "Managers"), for whom Smitx Xxxxxx Xxx., PaineWebber International, CIBC Wood Gundy Securities Corp. and Bankers Trust International PLC are expected to act as lead managers (the "Lead Managers"), under such Registration Statement. Based on its discussions with the Representatives and the Lead Managers to date, the Company anticipates that pursuant to the U.S. Underwriting Agreement and the International Underwriting Agreement, and subject to their respective terms and conditions, the Underwriters and the Managers will commit to purchase from the Company and the Participating Holders a specified number of Firm Shares and will be granted an "over-allotment" option to purchase up to a specified number of Additional Shares.

The Proposed. Closing Balance Sheet and the Proposed Net Working Capital as contained in the statement delivered to Sellers’ Representative shall be deemed to be final, binding and conclusive on the parties (at which time the Proposed Closing Balance Sheet shall be deemed to constitute the Closing Balance Sheet and the Proposed Net Working Capital shall be deemed to be the Closing Net Working Capital) upon the earliest of: (i) the date on which Sellers’ Representative delivers an Acceptance Notice to the Purchaser; (ii) in the event that Sellers’ Representative does not deliver an Acceptance Notice or a Dispute Notice to the Purchaser before the end of the sixty (60) day period beginning on the first day following the date on which the Proposed Closing Balance Sheet is delivered by the Purchaser to Sellers’ Representative (such period being hereinafter the “Objection Period”), the first day following the expiration of such Objection Period; and (iii) in the event that Sellers’ Representative delivers a Dispute Notice to the Purchaser within the Objection Period, the date on which all disputes between Sellers’ Representative and the Purchaser concerning the amount of the Net Working Capital as of the Effective Time have been resolved in writing, whether by agreement of the Purchaser and Sellers’ Representative or by the Independent Accounting Firm as provided for by Section 2.08(c) hereof.

The Proposed. Closing Balance Sheet and the Proposed Closing Net Cash Balance shall be subject to verification and examination by Buyer and, in order to facilitate such verification and examination, Mark XX xxxll, at such reasonable times and places as may be requested by Buyer, deliver copies of all supporting documents to Buyer and its representatives and provide to Buyer and its representatives the right to examine or take copies of any work papers used by Mark XX xx the preparation of the Proposed Closing Balance Sheet and the Proposed Closing Net Cash Balance.