CGI Borrower definition

CGI Borrower shall have the meaning given to such term in the opening paragraph of this Agreement;

Examples of CGI Borrower in a sentence

  • CGI Borrower hereby accepts such appointment as Borrower Representative.

  • There is no current or proposed Tax assessment, deficiency or other claim against CGI Borrower or any Restricted Subsidiary that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • For the avoidance of doubt, no Credit Party or any Subsidiary of CGI Borrower shall be required to take any action outside Canada, the United States, Switzerland and the United Kingdom, and any other jurisdiction in which the owner of Collateral that will be included in the Borrowing Base is located and in the jurisdiction in which such Collateral included in the Borrowing Base is located, to grant, maintain or perfect any security interest in the Collateral.

  • There are no actions, suits or proceedings pending or, to the knowledge of CGI Borrower, threatened in writing against any of CGI Borrower or any of the Restricted Subsidiaries that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Any financial ratios required to be maintained by CGI Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number.

  • For each patch polygon, accumulated cost-distance buffers were iteratively created from the edge of the patch until the cost-distance exceeded the maximum dispersal distance.

  • If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to CGI Borrower (or to any other Person who may be entitled thereto under applicable law).

  • If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrowers in the Agreement Currency, the CGI Borrower agrees to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

  • The Borrowing Base on the Closing Date shall be sufficient in value, as reasonably determined by the Administrative Agent, to provide CGI Borrower with Excess Availability, after giving effect to the extensions of credit to be made hereunder on the Closing Date (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business and without acceleration of sales or deterioration of working capital) of at least $10,000,000.

  • CGI Borrower will, and will cause each of the Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear, casualty, and condemnation excepted, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Related to CGI Borrower

  • Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • U.S. Borrower means any Borrower that is a U.S. Person.

  • Canadian Borrower as defined in the preamble hereto.

  • Domestic Borrower means the Company and each Designated Borrower that is a Domestic Subsidiary.

  • Subsidiary Borrower mean each Subsidiary of the Company that shall become a Subsidiary Borrower pursuant to Section 2.19, so long as such Subsidiary shall remain a Subsidiary Borrower hereunder. As of the date hereof, there are no Subsidiary Borrowers party hereto.

  • Co-Borrowers has the meaning specified in the introductory paragraph to this Agreement.

  • Borrower as defined in the preamble hereto.

  • Parent Borrower as defined in the preamble hereto.

  • UK Borrower means any Borrower (i) that is organized or formed under the laws of the United Kingdom or (ii) payments from which under this Agreement or any other Loan Document are subject to withholding Taxes imposed by the laws of the United Kingdom.

  • Foreign Borrower means any Borrower that is a Foreign Subsidiary.

  • Subsidiary Borrowers means (a) each Domestic Subsidiary that is a party hereto as of the Closing Date and (b) each Domestic Subsidiary that becomes a party to this Agreement after the Closing Date pursuant to Section 9.11 or otherwise.

  • The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, an April 14, 2000, letter agreement, a May 5, 2000, letter agreement, and a May 19, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 9, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from June 2, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before June 2, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from June 2, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before June 2, 2000, to the Waiver Termination Date, provided that:

  • German Borrower means a Borrower incorporated in Germany.

  • means Borrower s forecasted consolidated and consolidating: (a) balance sheets; (b) profit and loss statements; (c) cash flow statements; and (d) capitalization statements, all prepared on a Subsidiary by Subsidiary or division-by-division basis, if applicable, and otherwise consistent with the historical Financial Statements of the Borrower, together with appropriate supporting details and a statement of underlying assumptions.

  • Domestic Credit Party means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.

  • Canadian Credit Party means the Canadian Borrower and each Canadian Subsidiary Guarantor.

  • Foreign Subsidiary Borrower means each Borrower that is a Foreign Subsidiary.

  • Canadian Borrowers has the meaning specified in the preamble to this Agreement.

  • Domestic Subsidiary Borrower means any Subsidiary Borrower which is a Domestic Subsidiary.

  • Funding Borrower shall have the meaning set forth in Section 20.12 hereof.

  • Swiss Borrower means a Borrower incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to Art. 9 of the Swiss Federal Withholding Tax Act.

  • Dutch Borrower means any Borrower that is organized under the laws of the Netherlands.

  • Qualified borrower means any borrower that is a sponsoring entity that has a controlling interest in the real property that is financed by a qualified loan. A controlling interest includes, but is not limited to, a controlling interest in the general partner of a limited partnership that owns the real property.

  • Credit Party means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

  • U.S. Credit Party means the U.S. Borrower and each U.S. Subsidiary Guarantor.

  • Foreign Borrowers means the Canadian Borrower, the Dutch Borrower, and the U.K. Borrowers.