Transition to Adjusted Term SOFR Rate Sample Clauses

Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Loans outstanding as of the Conforming Changes Amendment Effective Date will continue to be determined by reference to the LIBOR provisions that apply prior to the Conforming Changes Amendment Effective Date, until the end of the then current Interest Period on such Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Amendment.
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Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Loans outstanding as of the Conforming Changes Amendment Effective Date (as set forth on Schedule 1 attached hereto) (each, an “Existing LIBO Rate Loan”) will continue to be determined by reference to the LIBOR provisions that apply prior to the Conforming Changes Amendment Effective Date, until the end of the then current Interest Period (as defined in the Credit Agreement prior to giving effect to this Amendment) for such Loan expires in accordance with its terms (as set forth on Schedule 1 attached hereto) or, if earlier, as of the date of any acceleration or prepayment of such Loan (the earlier of such dates, the “LIBO Rate Expiration Date”). Upon the LIBO Rate Expiration Date for each Existing LIBO Rate Loan, such Loan shall cease to bear interest at a rate that is based upon the LIBO Rate and each such Loan shall be converted or repaid, as applicable, in accordance with the Credit Agreement, as amended by this Amendment. For the avoidance of doubt, (a) other than the Existing LIBO Rate Loans, no Loan or Borrowing shall bear interest at a rate that is based upon the LIBO Rate, (b) from the date hereof until the applicable LIBO Rate Expiration Date, each Existing LIBO Rate Loan shall bear interest at a rate equal to the sum of (i) the LIBO Rate for such Loan set forth in Schedule 1 attached hereto plus (ii) the Applicable Margin (as defined and in effect immediately prior to giving effect to this Amendment) for such Loan set forth in Schedule 1 attached hereto, (c) from and after the date hereof, no Loan or Borrowing may be made, renewed, extended or continued as a LIBO Rate Borrowing or LIBO Rate Loan, (d) all terms and provisions of the Credit Agreement (as in effect immediately prior to giving effect to this Amendment) that relate to LIBO Rate Borrowings or LIBO Rate Loans (including, in each case, provisions relating to breakage costs) shall continue to apply to the Existing LIBO Rate Loans, and (e) unless otherwise indicated or defined in this Amendment, each capitalized term in this Section 7 shall have the meaning ascribed such term in the Credit Agreement (prior to giving effect to this Amendment). ​
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Existing Credit Agreement, the parties hereto acknowledge and agree that Eurocurrency Loans (as defined in the Existing Credit Agreement) that are outstanding immediately prior to the Conforming Changes Effective Date (the “Existing Eurocurrency Loans”) shall, after the Conforming Changes Effective Date, continue as Eurocurrency Loans and interest thereon shall continue to be calculated in a manner consistent with the interest calculated thereon prior to the Conforming Changes Effective Date until the end of the applicable Interest Period(s) currently in effect and applicable to such Existing Eurocurrency Loans; provided that, after the end of such applicable Interest Period(s) currently in effect and applicable to such
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, any Loans outstanding as of the Conforming Changes Amendment Effective Date bearing interest at the LIBO Rate (the “Existing LIBO Rate Loans”) will continue to be determined by reference to the provisions of the Credit Agreement as in effect immediately prior to the Conforming Changes Amendment Effective Date that apply to the administration of the LIBO Rate, until the end of the then-current Interest Period applicable to such Existing LIBO Rate Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Agreement. ​ ​ ‌ ​ ‌ ​
Transition to Adjusted Term SOFR Rate. Notwithstanding any other provision herein or in the Credit Agreement, any Loans outstanding as of the Conforming Changes Amendment Effective Date bearing interest at the Eurodollar Rate (as defined in the Credit Agreement) (the “Existing Eurodollar Rate Loans”) will continue to be determined by reference to the provisions of the Credit Agreement as in effect immediately prior to the Conforming Changes Amendment Effective Date that apply to the administration of the Eurodollar Rate (as defined in the Credit Agreement), until the end of the then-current Interest Period applicable to such Existing Eurodollar Rate Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Agreement. ​ ​ ​ ​

Related to Transition to Adjusted Term SOFR Rate

  • Contract Term Adjustment “Contract Term Adjustment” means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection. To qualify for such adjustment, Purchaser shall give written notice of the lost time not later than 30 days after end of Normal Operating Season in which time was lost and at least 10 days before Termination Date. Contracting Officer shall make prompt written acknowledgment of such notice, indicating concurrence with the number of days in the notice or the number of days Forest Service considers as qualifying for the adjustment. Lost portions of days shall be disregarded in computing time lost. The three circumstances qualifying for a Contract Term Adjustment are:

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Automatic Renewal Limitation for TIPS Sales No TIPS Sale may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale Supplemental Agreement containing an “Automatic Renewal” clause that conflicts with these terms is rendered void and unenforceable.

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

  • Long Term Cost Evaluation Criterion # 4 READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not i ncrease your catalog prices (as defined herein) more than X% annually over the previous year for years two and thr ee and potentially year four, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIP S, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentati on, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from th e “Attachments” section, complete according to the instructions on the form, then uploading the completed form, wit h any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they ma y apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@t xxx-xxx.xxx

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Long Term Cost Evaluation Criterion 4. READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not increase your catalog prices (as defined herein) more than X% annually over the previous year for the life of the contract, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIPS, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentation, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from the “Attachments” section, complete according to the instructions on the form, then uploading the completed form, with any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they may apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@xxxx-xxx.xxx 8 Choice of Law clauses with TIPS Members If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law clauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to read as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect. 9

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

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