Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A attached hereto.
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit B hereto.
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A attached hereto. Availability Reserve shall mean an amount equal to the sum of:
Examples of Assignment and Transfer Agreement in a sentence
Each assignment of a Commitment hereunder must be made pursuant to an Assignment and Transfer Agreement.
This Assignment and Transfer Agreement, between the Assignor (as defined and set forth on Schedule 1 hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule 1 hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule 1 hereto and made a part hereof).
Capitalized terms used in this Assignment and Transfer Agreement (this “Agreement”) and not otherwise defined shall have the meanings given to such terms in the Financing Agreement.
Domain Assignment and Transfer Agreement by and between Zoom Telephonics, Inc.
The amount represents the commitment of a non-refundable fee of$100,000 as per the Assignment and Transfer Agreement, an interest of $10,000 (notwithstanding any provision of the Assignment and Transfer Agreement), plus a premium of $10,000 to the Principal Amount such that the total amount owed by the Corporation to Polytechnique equals $120,000.
More Definitions of Assignment and Transfer Agreement
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A hereto. AVAILABILITY shall mean the amount by which (a) the lesser of (i) the Revolving Line of Credit or (ii) the Borrowing Base of the Companies, exceeds (b) the sum, without duplication, of (i) the outstanding aggregate amount of all Obligations (including, without limitation, all Letter of Credit Guaranties), PLUS (ii) the un-drawn face amount of all Letters of Credit outstanding for the benefit of the Companies PLUS (iii) the amount of the Availability Reserve. AVAILABILITY RESERVE shall mean, as to any Company, the sum of: (a) (i) three (3) months rental payments or similar charges, PLUS (ii) three (3) months estimated payments PLUS any other fees or charges owing by such Company to any applicable landlord, warehousemen or third party processor (as determined by the Agent in its reasonable business judgment), for any of such Company's leased premises or other Collateral locations for which such Company has not delivered to the Agent a waiver in form and substance reasonably satisfactory to the Agent which provides, among other things, that the liens or security interests of such landlord, warehouseman, bailee or third party processor, howsoever arising, are subordinated to the liens and security interests of Agent hereunder, PROVIDED, however, that any of the foregoing amounts shall be adjusted from time to time hereafter upon (x) delivery to the Agent of any such acceptable waiver, (y) the opening or closing of a Collateral location and/or (z) any change in the amount of rental, storage or processor payments or similar charges; and (b) any reserve which the Agent may reasonably require from time to time pursuant to this Financing Agreement, including without limitation, for Letters of Credit pursuant to Paragraph 5.1 of Section 5 hereof and Letter of Credit Guaranties pursuant to Paragraph 5.2 of Section 5 hereof; and c) such other reserves with respect to the Collateral (or Inventory no longer constituting Collateral by reason of title thereto being transferred by a Company to an affiliate thereof that is not a Company, notwithstanding any repayments made with respect to such transfer) that the Agent deems necessary in its commercially reasonable judgment, including, without limitation, reserves for anticipated declines in the market value of Inventory and projected Out-of-Pocket Expenses and other costs associated with the preservation, protection, processing, completion, assembl...
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A attached hereto. ASSIGNMENT OF FACTORING PROCEEDS AGREEMENT shall mean the Intercreditor Agreement and Assignment of Factoring Proceeds dated as of the Closing Date, among Factor, the Agent and the Companies, pursuant to which, inter alia, (a) each of the Companies assigns and transfers to the Agent, on its behalf and on behalf of the Lenders, all of their rights to the proceeds or monies due them under the Factoring Agreement, (b) the Agent, on its behalf and on behalf of the Lenders, subordinates to Factor its lien upon all Accounts (and related interests and proceeds) purchased by Factor under the Factoring Agreement and (c) the Factor subordinates to the Agent and the Lenders its lien upon all other assets of the Companies. ATTRIBUTABLE INDEBTEDNESS shall mean on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with generally accepted accounting principles, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with generally accepted accounting principles if such lease were accounted for as a Capitalized Lease. AVAILABILITY RESERVE shall mean an amount equal to the sum of:
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit D hereto. Availability shall mean, at any time of calculation, the amount by which the lesser of (a) the Revolving Line of Credit and (b) the Borrowing Base exceeds the outstanding aggregate amount of all of the Borrowers’ Obligations as Borrowers, including without limitation, all of such Borrowers’ Obligations with respect to Revolving Loans owing by the Borrowers and Letters of Credit or Letter of Credit Guaranties issued for their respective accounts.
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit C hereto. AVAILABILITY shall mean, as to either Company, at any time the excess of a) the Borrowing Base of such Company over the sum of x) the outstanding aggregate amount of all Obligations of such Company, including, without limitation, all Obligations with respect to Revolving Loans and Letters of Credit, and y) the Availability Reserve of such Company, provided that it is hereby agreed that the Availability of URGI maybe used to open Letters of Credit covering the purchase of Inventory by URI. AVAILABILITY RESERVE shall mean, as to either Company, the sum of (i) at CITBC's option, the amount of all sales taxes collected by the Company and not yet remitted to the authority to which such taxes are owed and (ii) any Additional Availability Reserve. BOOK VALUE shall mean the lower of (i) cost (including agent's commissions) or (ii) market value, determined in accordance with GAAP. BORROWING BASE shall mean, as to either Company, the sum of (a) (i) 60% of the Book Value of Eligible Inventory of such Company from June 1 of each year through October 31 and from January 1 of each year through March 31 or (ii) 65% of the Book Value of Eligible Inventory of such Company from April 1 of each year through May 31 and November 1 of each year through December 31, plus (b) 100% of all Eligible Cash Collateral pledged to Agent by such Company as collateral hereunder (in form and substance satisfactory to Agent).
Assignment and Transfer Agreement has the meaning ascribed to it in Section 4.9 hereof;
Assignment and Transfer Agreement means the Assignment and Transfer Agreement in the form of Exhibit A hereto. AVAILABILITY shall mean at any time of determination the amount by which the lesser of a) the Line of Credit or b) the amount determined by multiplying the then sum of Eligible Inventory by the then Applicable Percentage provided for in paragraph 1 of Section 3 of this Financing Agreement exceeds the sum of x) the outstanding aggregate amount of all Obligations (excluding all obligations in respect of the outstanding amounts of any Letters of Credit) and y) the Availability Reserve. AVAILABILITY RESERVE shall mean at any time of determination an amount equal to the sum of a) the then undrawn amount of all outstanding Letters of Credit, and b) the amount of all sales taxes that have been collected by the Company and not remitted to any state taxing authority when due. BLOCKED ACCOUNT shall mean any Concentration Account owned by the Company which is governed by a blocked account or similar agreement and which account is subject to written instructions only from the Company unless and until the Agent shall give the institution holding such Concentration Account written instructions to the contrary in accordance with the terms of paragraph 4 of Section 3 of this Financing Agreement. BUSINESS DAY shall mean any date on which both the Agent and The Chase Manhattan Bank are open for business.
Assignment and Transfer Agreement in the form as executed and attached as Exhibit “C”