Non-Utilization Sample Clauses

Non-Utilization. A-E understands and agrees that it is County that is so entitled to be safeguarded and protected by the confidentiality of the Work Product, which it has commissioned under this Agreement. A-E unqualifiedly agrees warrants and represents that it will not utilize or disclose any aspect of the Work Product as defined herein to others for any purpose, except as specifically described herein.
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Non-Utilization. An employee may elect not to be utilized as an acting officer. This request must be put in writing by the employee on the appropriate division form and submitted to the Fire Chief.
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Non-Utilization. (a) The provisions of this section 8.9 shall be available to Charterer if Charterer has informed Owner of a Designated Trade pursuant to section 6.2.
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Non-Utilization. Borrower shall pay to Lender a Non-Utilization Fee in the event that the average calendar month-end aggregate outstanding balance of the Loan and the A&D Loan does not exceed $35,000,000, which test shall be measured (i) as of the end of the calendar month of the first anniversary of the Effective Date, which average shall cover the prior 6 calendar months, and (ii) as of the end of the calendar month of the second anniversary of the Effective Date, which shall cover the prior 12 calendar months. Borrower shall not be required to pay a Non-Utilization Fee with respect to any other time periods during the term of the Loan. Lender shall calculate the Non-Utilization Fee (if any) which is due with respect to such anniversary and shall send to Borrower an invoice setting forth (x) the amount of the Non-Utilization Fee, (xi) the underlying calculations of such fee and (xii) whether Lender intends to add such due and payable fee to the principal balance of the Loan, which shall be at Lender's sole and absolute discretion. If Lender decides to not add the Non-Utilization Fee to the principal balance of the Loan, then Borrower will pay such fee within 10 Business Days of Borrower's receipt of such invoice.
Sample 1
Non-Utilization. Borrower shall pay to Lender a Non-Utilization Fee in the event that the average calendar month-end aggregate outstanding balance of the Loan and the A&D Loan (i) as of March 31, 2004 does not exceed $35,000,000 and (ii) as of March 31, 2005 does not exceed $50,000,000. The test measured as of March 31, 2004 shall cover the prior 6 calendar months and the test measured as of March 31, 2005 shall cover the prior 12 calendar months. Borrower shall not be required to pay a Non-Utilization Fee with respect to any other time periods during the term of the Loan. Lender shall calculate the Non-Utilization Fee (if any) which is due with respect to such anniversary and shall send to Borrower an invoice setting forth (x) the amount of the Non-Utilization Fee, (xi) the underlying calculations of such fee and (xii) whether Lender intends to add such due and payable fee to the principal balance of the Loan, which shall be at Lender's sole and absolute discretion. If Lender decides to not add the Non-Utilization Fee to the principal balance of the Loan, then Borrower will pay such fee within 10 Business Days of Borrower's receipt of such invoice.
Sample 1
Non-Utilization. Commencing on the Closing Date and forever thereafter, the Seller, the Special Shareholder, and/or the Shareholder shall never directly or indirectly utilize the Trade Secrets or the Confidential Information of the Seller, the Seller’s Affiliates, the Purchaser, or the Purchaser’s Affiliates for any purpose (including, but not limited to, for the purpose of directly or indirectly competing against the Seller, the Seller’s Affiliates, the Purchaser, or the Purchaser’s Affiliates, except in connection with the winding up and liquidation of the Seller subsequent to Closing or as otherwise authorized by this Agreement.
Sample 1
Non-Utilization. Fee: If for any reason (provided this transaction receives final approval of Lessor) the Lessee fails to request funding for at least 75% of the total Lessor’s Cost, Lessee shall promptly pay to Lessor a Non-Utilization Fee equal to 1% of any difference between the Lessor’s Cost and the total cost of the Equipment actually accepted or financed under the transaction. This Term Sheet includes only a brief description of the principal terms of the Proposed Transaction, and is intended for discussion purposes only. Please understand this proposal is not a commitment or offer to loan funds, and does not create any obligation for Lender. Lender will not be responsible or liable for any damages, consequential or otherwise, that may be incurred or alleged by any person or entity, including Borrower, as a result of this Term Sheet. Lender will notify you in writing of its decision if Borrower agrees to proceed with the Proposed Transaction after completing its review and analysis. Xxxx, thank you for the opportunity to be of service and I look forward to a favorable response to the above proposal. If you are in agreement with the terms and conditions enclosed, please sign and date this proposal and return it to my attention at: Banc of America Leasing ATT: Xxxx Xxxxx 000 Xxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxx Xxxx, XX 00000 Sincerely, /s/ XXXX XXXXX Xxxx Xxxxx Vice President Banc of America Leasing & Capital, LLC Vical, Inc. By: /s/ XXXXXX X. XXXXXX Title: CFO Date: 12/23/03 Please choose one of the following: Fixed Rate Option: ý Floating Rate Option: o
Sample 1
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Related to Non-Utilization

  • Non-Utilization Fee The Borrower agrees to pay to the Bank a non-utilization fee equal to one-quarter of one percent (0.25%) of the total of (a) the Revolving Loan Commitment, minus (b) the sum of (i) the daily average of the aggregate principal amount of all Revolving Loans outstanding, plus (ii) the daily average of the aggregate amount of the Letter of Credit Obligations, which non- utilization fee shall be (A) calculated on the basis of a year consisting of 360 days, (B) paid for the actual number of days elapsed, and (C) payable monthly in arrears on the last day of each month, commencing on September 30, 2006, and on the Revolving Loan Maturity Date.

  • Availability of Utilities All utility services necessary for the construction of the Improvements will be available prior to the commencement of construction, and all utility services necessary for the proper operation of the Improvements for their intended purposes are available at the Leased Premises or will be available at the Leased Premises prior to the Final Disbursement Date, at commercially comparable utility rates and hook-up charges for the vicinity, including water supply, storm and sanitary sewer facilities, gas, electricity and telephone facilities. Lessee shall furnish evidence of such availability of utilities from time to time at Lessor's request.

  • Laws Affecting LIBOR Rate Availability If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

  • Utilization Fee If the aggregate outstanding amount of (i) all Revolving Credit Advances hereunder and (ii) all "Revolving Credit Advances" under (and as defined in) the Three-Year Agreement exceeds thirty-three percent (33%) of the aggregate amount of (x) all Commitments hereunder and (y) all "Commitments" under (and as defined in) the Three-Year Agreement then in effect on such date (or, if any of the Commitments or "Commitments" have been terminated, the aggregate amount of all Commitments and "Commitments" in effect immediately prior to such termination), the Borrower will pay to the Agent for the ratable benefit of the Lenders a utilization fee (the "Utilization Fee") at a per annum rate equal to the Applicable Utilization Fee Rate in effect from time to time payable on the aggregate outstanding amount of all Revolving Credit Advances on such date, payable in arrears quarterly on the last day of each March, June, September and December, and on the Revolver Termination Date.

  • Circumstances Affecting LIBOR Rate Availability In connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

  • Benchmark Unavailability Period Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

  • Increase of the Commitments (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”).

  • Applicable Margins The ABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Advances shall vary from time to time in accordance with the long-term unsecured debt ratings from Xxxxx’x, and Fitch of the General Partner and the Borrower. In the event the General Partner and the Borrower have different ratings, the rating of the higher rated entity shall be used. In the event the rating agencies are split on the rating for the higher rated entity, the lower rating for such entity shall be deemed to be the applicable rating (e.g., if the higher rated entity’s Xxxxx’x debt rating is Baa1, and its Fitch’s rating is BBB, then the Applicable Margins shall be computed based on the Fitch rating), and the Applicable Margins shall be adjusted effective on the next Business Day following any change in the higher rated entity’s Xxxxx’x debt rating, and/or Fitch’s debt rating, as the case may be. The applicable debt ratings and the Applicable Margins are set forth in the table attached as Exhibit A. In the event that Fitch or Xxxxx’x shall discontinue their ratings of the REIT industry, the General Partner or the Borrower, a mutually agreeable substitute rating agency (or two mutually agreeable substitute agencies if both existing rating agencies discontinue such ratings) shall be selected by the Required Lenders and the Borrower. If the Required Lenders and the Borrower cannot agree on a substitute rating agency or substitute rating agencies within thirty (30) days after such discontinuance, or if Fitch and Xxxxx’x shall discontinue their ratings of the REIT industry, the Borrower, or the General Partner, the Applicable Margin to be used for the calculation of interest on Advances hereunder shall be the highest Applicable Margin for each Type. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin, the LIBOR Applicable Margin, or Facility Fee Rate and if such downgrade or discontinuance is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, at the Borrower’s request, the Borrower shall receive a credit against interest next due the Lenders equal to interest accrued from time to time during such period of downgrade or discontinuance and actually paid by the Borrower on the Advances at the differential between such Applicable Margins, and the differential of the Facility Fee paid during such period of downgrade. If a rating agency upgrade results in a decrease in the ABR Applicable Margin, LIBOR Applicable Margin or Facility Fee Rate and if such upgrade is reversed and the affected Applicable Margin is restored within ninety (90) days thereafter, Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the Advances and the differential on the Facility Fees during such period of upgrade.

  • Availability of Types of Advances If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.

  • Provisions Related to Extended Revolving Credit Commitments If the maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.17. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

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