Gemino definition
Examples of Gemino in a sentence
In addition, the Company may use the proceeds from the sale of the Preferred Shares to repay all or part of the Indebtedness of the Company under that certain Credit Agreement, dated as of July 31, 2008 (as modified and amended from time to time, by and among Gemino Healthcare Finance, LLC and the Company, Clarient Diagnostic Services, Inc.
Lender hereby consents to Borrower’s entry into the Gemino Financing (including the indebtedness incurred and the security interests granted in connection therewith) and waives the application of Section 5.3 of the Agreement with respect thereto.
Borrower proposes to incur additional indebtedness (the “Additional Debt”) pursuant to a Credit Agreement among between Gemino Healthcare Finance, LLC (“Gemino”), Borrower and other borrowers named therein, dated as of July 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Gemino Credit Agreement”).
Lender and Borrower agree that the Gemino Financing constitutes a Replacement Capital Facility.
Borrower has requested, and Lender has agreed, to consent to the Gemino Financing and amend and waive certain terms of the Agreement, to accommodate the Gemino Financing.
Buyer shall cause the Group Companies to use commercially reasonable efforts to obtain the release of Owners as guarantors of the outstanding Debt obligations owed to Gemino Healthcare Finance, LLC or any of its Affiliates (including pursuant to that certain Credit Agreement, dated as of May 9, 2019, between Gemino Healthcare Finance, LLC, the Group Company borrowers named on Annex A thereto, and the parties set forth on the signature pages thereto) as soon as reasonably practicable following the Closing.
FCB hereby agrees that, so long as any Gemino Debt shall remain unpaid, or the Gemino Credit Agreement shall be in effect, FCB shall not commence (or cause the commencement of) an Enforcement Action or join with or support any other creditor of Company (other than Gemino) in commencing an Enforcement Action.
Gemino, on the one hand, and FCB, on the other hand, shall be solely responsible for perfecting and maintaining the perfection of their respective Liens on each item constituting Collateral.
Gemino may extend, renew, modify or amend any terms of the Gemino Debt or any security therefor or guaranty thereof and grant any waiver, release or consent in respect of, or release, sell or exchange such security and otherwise deal freely with Company and its respective Affiliates, all without notice to or consent from FCB and without in any way impairing or affecting this Agreement.
FCB hereby waives to the fullest extent permitted by Applicable Law any rights such Person may have under Applicable Law to assert the doctrine of marshalling or otherwise to require Gemino to marshal any Property of Company for the benefit of FCB.