BUYOUT PROVISIONS definition

BUYOUT PROVISIONS. In the event of termination of this Agreement with respect to a Portfolio in accordance with the terms of Item (c)(iii) of the "Term" provisions herein, the Adviser, shall on or before the closing date of such merger, make a one-time payment to the Administrator, in full satisfaction of the Portfolio's contractual obligations hereunder, in an amount equal to 45% of the amounts that would be payable to SEI GFS by the Portfolio hereunder if this Agreement were to remain in effect for the duration of the then-current term. In computing such amount, it shall be assumed that the Portfolio average daily net assets will remain constant (i.e., - no additional purchases, no redemptions) for the duration of the then-current term. The amount so computed shall be subject to a maximum payment amount that shall vary in accordance with the remaining terms of the contract. Two or more years remaining term $300,000 One to two years remaining term $275,000 Less than one year remaining term $250,000 ADVISER EXPENSE REPAYMENT: Any ad all out-of-pocket fees, costs, or expenses advanced by SEI GFS, in its sole discretion, on behalf of the undersigned Adviser, as a result of any failure to fully satisfy and comply with any and all applicable Portfolio expense caps or expense ratio limits, shall be the responsibility of the Adviser and shall be promptly repaid to SEI ("Repayment Obligation"). Any such Repayment Obligation of the Adviser shall survive (i) the termination of this Agreement and (ii) any merger or liquidation of any subject Portfolio, unless and until the Repayment Obligation is indefeasibly paid in full.
Sample 1

Examples of BUYOUT PROVISIONS in a sentence

  • If the Optionee is terminated for Cause, then Optionee's Option shall expire on such Optionee's termination date or such later time and on such conditions as are determined by the Administrator (f) BUYOUT PROVISIONS.

  • STATE BUY-OUT PROVISIONS Notwithstanding any other provision in this contract and in addition to any other remedy available to State, upon twelve (12) months written notice, State shall have the option to terminate the contract and to pay Concessionaire the then depreciated cost of the facilities placed, created, or developed by Concessionaire on the Premises.

  • SUPPLEMENTAL RETIREMENT PLAN: BUY-OUT PROVISIONS Spencer-Owen Community School Corporation teachers who were employed by SOCS in the 2002- 2003 school year and who continued to be employed by SOCS in the 2003-2004 school year or who retired effective the end of the 2002-2003 school year become vested in theMetLife Group Plan #6104606 401(a) qualified plan upon attainment of age 50 plus completion of 15 years of service with SOCS.

  • The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option.5.7 BUYOUT PROVISIONS.

  • F-14 (a) SAR Award Agreement F-14 (b) Number of Shares F-15 (c) Exercise Price F-15 (d) Exercisability and Term F-15 (e) Effect of Change in Control F-15 (f) Exercise of SARs F-15 (g) Modification, Extension or Assumption of SARs F-15 (H) BUYOUT PROVISIONS F-16 MOVELLA HOLDINGS INC.

Related to BUYOUT PROVISIONS

  • Arrangement Provisions means Part 9, Division 5 of the BCBCA;

  • Relevant Provisions means, in respect of the Determination Agent, the provisions of the Determination Agency Agreement, the Trust Deed, and the Conditions.

  • Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail.

  • Adjustment Provisions means all relevant provisions of these Conditions which provide for any adjustment, delay, modification, cancellation or determination in relation to an Index, the valuation procedure for an Index or the Preference Shares. This shall include the provisions of Condition 11 (Calculation Agent Modifications) and all subsequent Conditions.

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers. Any reference to any agreement or document in this Article I or otherwise in this Fee Agreement shall include any and all amendments, supplements, addenda, and modifications to such agreement or document.

  • Redemption Provisions Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: Repayment Provisions: Optional Repayment Date(s):

  • Grantor Trust Provisions Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).

  • REIT Provisions of the Code means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Basic Lease Provisions means and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Subordination Provisions has the meaning specified in Section 8.01(l).

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • Supplemental Provisions means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education.

  • General Provisions means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 7 to 12;

  • Communications Provisions means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

  • Optional Deferral Provision means, as to any Qualifying Capital Securities, a provision in the terms thereof or of the related transaction agreements to the effect that:

  • ESG Pricing Provisions has the meaning specified in Section 2.18.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Standard Terms and Conditions or “Standard Terms” means these terms and conditions for the grant of the Loan to the Borrower by ABFL.

  • Additional Provisions shall have the meaning set forth in Section 15.01.

  • Blanket Issuer Letter of Representations means the Representation Letter from the Issuer to DTC, with respect to the Bonds.

  • Terms of a trust means the manifestation of the settlor's intent regarding a trust's provisions as expressed in the trust instrument or as may be established by other evidence that would be admissible in a judicial proceeding.

  • Vehicle type means a category of motor vehicles which do not differ in such essential respects as: