Flex Provisions definition

Flex Provisions has the meaning assigned to such term in Section 11.01.
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Flex Provisions means the market flex provisions of the Fee Letter.
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Flex Provisions means the market flex provisions of the Fee Letter. “Foreign Lender” means any Lender or Issuing Bank that is organized under the laws of a jurisdiction other than the United States of
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Examples of Flex Provisions in a sentence

  • The Administrative Agent and the Borrower may enter into an amendment to this Agreement and the other Loan Documents within 90 days after the incurrence of an Incremental Facility (including a Copper Acquisition Facility) to effect such changes to the Credit Agreement and the other Loan Documents that would have been permitted to be included in the Incremental Facility Amendment (including the Copper Acquisition Flex Provisions) for such Incremental Facility (each an “Incremental Facility Flex Amendment”).

  • Citi further explained that it incorporated sufficient Flex Provisions in the financing package to ensure that it would be comfortable funding and holding the loans.

  • The Flex Provisions continue in effect until completion of what the Fee Letter defines as a “Successful Syndication” – i.e., when the Commitment Parties hold none of the Term Loan Facility and no more than $187.5 million of the ABL Facility.

  • The Commitment Parties had ample room, given the Flex Provisions, to syndicate at prices that could interest the market, but they remained inflexible throughout the road show with respect to pricing.

  • In the event the Lead Arrangers, after consultation with you (but, without requiring your consent), provide you with written notice of any change to the Facilities authorized by the Flex Provisions (a “Flex Notice”), you shall (and, if applicable, shall cause your subsidiaries to) enter into such amendments to the Facilities as shall be necessary to effect those changes contemplated by paragraphs 6(A) to (I), and your failure to do so shall constitute an Event of Default under the Facilities.

  • Strategic InitiativesThe community, the consumer and the citizen make up the principal constituencies for Architecture, Design and Urban Planning so public outreach, community service and experiential learning are central to the School’s educational mission.

  • At the time of this advice, not only were the Commitment Parties choosing to withhold implementation of the Flex Provisions, they were not actively pursuing syndication with various interested investors.

  • These provisions will operate such that if there is a release of a Required Annual Release Pre-Release Volume which exceeds the volume which would be permitted under the existing DISV Flex Provisions, and an “Unused Spill” occurs in the following Water Year, a volume of water will be added to the Required Annual Release from the relevant Development in that Water Year (“Downstream Wet Sequence Protection Volume”).

  • Toward the end of 2007, the Commitment Parties advised Solutia that, based in part upon feedback received from a potential investor interested in participating at Flex Provision prices, Solutia would have “only upside” in waiting until January 2008 to consummate the Exit Financing and that it was in Solutia’s interest not to implement (and thereby test the effect of) the Flex Provisions to close the financing in December.

  • The Court need not even consider whether the Flex Provisions were reasonably determined to be necessary, which is the entire premise of UNFI’s implied covenant claim.UNFI argues that, because “the Flex Provisions were exercised before closing, the ‘has not .


More Definitions of Flex Provisions

Flex Provisions means any term or provision of (i) the Fee Letter dated as of November 16, 2006 (the “Fee Letter”) among Parent, Sub, X.X. Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A that purports to permit the lead arranger to change any or all of the structure, terms or pricing of the Facilities (as defined in the Debt Commitment Letters), in order to close, or achieve a Successful Syndication (as defined in the Fee Letter) of, the Facilities or (ii) the fee letter dated as of November 16, 2006, among Parent, Sub and X.X. Xxxxxx Securities Inc. that purports to permit X.X. Xxxxxx Securities Inc. to change the terms of its preferred stock or common equity investment. Parent and Sub will use their reasonable best efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letters. Parent will give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of the Commitment Letters. Parent will keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Financing and will not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy (x) is adverse to the interests of the Company in any material respect, (y) reduces the aggregate amount of the Financing or (z) amends the conditions to the drawdown of the Financing. The Company will also use its reasonable best efforts to assist and cooperate with Parent and Sub in connection with their efforts to obtain the proceeds of the Financing (or any alternative financing for a transaction including the businesses described in Section 4.02 of the Parent Disclosure Letter), including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Financing and executing and delivering, and causing the Company Subsidiaries and its and their officers, attorneys and accountants to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise), comfort letters or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing as may be reasonably requested by Parent in conn...
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Related to Flex Provisions

  • 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.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • 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".

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

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

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • 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.

  • 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.

  • 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;

  • 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.

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

  • statutory provision means a provision of an Act or of an instrument made under an Act.

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

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated November 13, 2018 relating to the Securities. Securities Exchange: The Series Z Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: November 16, 2018 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. Xxx Xxxx, Xxx Xxxx 00000 Address for Notices to Underwriters: X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Investment Grade Syndicate Desk Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Debt Capital Markets Syndicate Schedule II-C Representatives: X.X. Xxxxxx Securities LLC Deutsche Bank Securities Inc. Underwriting Agreement: June 9, 2006 Registration Statement No.: 333-223058 Title of Securities: 4.650% Series AA Notes due 2028 (the “Series AA Notes”) Aggregate principal amount: $300,000,000.00 Price to Public: 99.680% of the principal amount of the Series AA Notes, plus accrued interest, if any, from November 16, 2018 Underwriting Discount: 0.65% Indenture: Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee Date of Maturity: December 1, 2028 Interest Rate: 4.650% per annum, payable semiannually Interest Payment Dates: June 1 and December 1, commencing on June 1, 2019 CUSIP: 571903 BB8 Optional Redemption Provisions: The Series AA Notes may be redeemed in whole or in part from time to time prior to September 1, 2028 (3 months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Series AA Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest (not including accrued interest as of the redemption date) on the Series AA Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. government securities dealer, having a maturity comparable to the remaining term of the Series AA Notes being redeemed) plus 25 basis points, plus, in each case, accrued and unpaid interest on the Series AA Notes to the redemption date. The Series AA Notes may be redeemed in whole or in part from time to time on or after September 1, 2028 (3 months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest on the notes being redeemed to the redemption date.

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

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

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Other Applicable Provisions To the extent Dealer is obligated to deliver Shares under any Transaction, the provisions of Sections 9.2 (last sentence only), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to such Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.

  • Applicable Technical Requirements and Standards means those certain technical requirements and standards applicable to interconnections of generation and/or transmission facilities with the facilities of an Interconnected Transmission Owner or, as the case may be and to the extent applicable, of an Electric Distributor, as published by Transmission Provider in a PJM Manual provided, however, that, with respect to any generation facilities with maximum generating capacity of 2 MW or less (synchronous) or 5 MW or less (inverter-based) for which the Interconnection Customer executes a Construction Service Agreement or Interconnection Service Agreement on or after March 19, 2005, “Applicable Technical Requirements and Standards” shall refer to the “PJM Small Generator Interconnection Applicable Technical Requirements and Standards.” All Applicable Technical Requirements and Standards shall be publicly available through postings on Transmission Provider’s internet website.

  • Specific Terms and Conditions means the specific terms and conditions as described in section 6.1 (and, in relation to an Agreement between Envestra and a Network User, means the Specific Terms and Conditions which form part of that Agreement).

  • Confidentiality Agreements is defined in Section 5.5(e) hereof.

  • Applicable effluent standards and limitations means all State and Federal effluent standards and limitations to which a discharge is subject under the Act, including, but not limited to, effluent limitations, standards of performance, toxic effluent standards and prohibitions, and pretreatment standards.

  • 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.