Derivative Treatment Sample Clauses

Derivative Treatment. (a) On or before December 31, 2012, Purchaser shall deliver written notice to Parent informing Parent which, if any, AIM Derivatives they select as Transferred Derivatives pursuant to clause (ii) of the definition thereof.
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Derivative Treatment. (a) Prior to the First Closing (or the Second Closing, if applicable), the Buyer shall use all reasonable efforts (including by offering documentation and credit support arrangements reasonably consistent with the relevant counterparty’s standard documentation, compliance and credit policies) to obtain from the counterparty to each Transferred Derivative a novation of such Transferred Derivative in a form reasonably satisfactory to the related counterparty (such novation to take effect on the date of the relevant Closing for the purchase of the Xxxxx Shares of the Xxxxx to which such Transferred Derivative primarily relates).
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Derivative Treatment. (a) Prior to the First Closing (or the Second Closing, if applicable), the Buyer shall use all reasonable efforts (including by offering documentation and credit support arrangements reasonably consistent with the relevant counterparty’s standard documentation, compliance and credit policies) to obtain from the counterparty to each Transferred Derivative a novation of such Transferred Derivative in a form reasonably satisfactory to the related counterparty (such novation to take effect on the date of the relevant Closing for the purchase of the Xxxxx Shares of the Xxxxx to which such Transferred Derivative primarily relates). (b) It shall be a term of each novation Derivative Transaction contemplated by this Section 6.8 that the Buyer (or the Buyer Designee) shall pay to General Motors (for the account of the Sellers) or General Motors (for the account of the Sellers) shall pay to Buyer or the Buyer Designee (as the case may be) a novation amount which corresponds to the xxxx-to-market value to the Sellers of the Transferred Derivative immediately prior to the novation, taking into account the material terms of any related credit support, collateral or other similar arrangements of the Sellers related to such Transferred Derivative as at such novation date, and which shall be payable on the effective date of such novation. (c) For purposes of Section 6.8(b) above, the xxxx-to-market value to the Sellers shall be calculated based on market standard methodology and parameters as customarily applied to the relevant type of transaction, which shall include among others (i) CVA (counterparty value adjustment), (ii) LVA (liquidity value adjustment) and (iii) KVA (capital value adjustment). (d) Within 3 months after the date of this Agreement, the Parties shall start the process to review the hedging portfolio and evaluate the conditions under which the novations may be executed, in accordance with the following steps:
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Related to Derivative Treatment

  • Sale Treatment The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;

  • Reorganization Treatment Neither the Company nor any Company Subsidiary has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

  • Consistent Treatment Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials or (iii) the Intended Tax Treatment.

  • Preference Issues If any Senior Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then the Senior Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Secured Parties shall be entitled to the benefits of this Agreement until a Discharge of Senior Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

  • Treatment The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.08, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuer and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Reviews of Review Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by the Seller or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

  • Confidential Treatment The parties hereto understand that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Investment Manager, the Company or such persons the Investment Manager may designate in connection with the Fund. The parties also understand that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.

  • CONFIDENTIAL TREATMENT REQUESTED Confidential portions of this document have been redacted and have been separately filed with the Commission.

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