Transition to SOFR Sample Clauses

Transition to SOFR. Notwithstanding any other provision herein or in any other Credit Document, any Loan that constitutes a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) that is outstanding as of the Amendment No. 3 Effective Date shall continue as such until the end of the applicable Interest Period for such Eurodollar Rate Loan and the provisions of the Existing Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the entry into this Amendment and the occurrence of the Amendment No. 3 Effective Date) until the end of the applicable Interest Period for such Eurodollar Rate Loan, after which such provisions shall have no further force or effect and upon which date the terms of the Amended Credit Agreement shall automatically apply to such Loans without any further action by any party; provided that, for the avoidance of doubt, at any time from and after the Amendment No. 3 Effective Date, the Borrower shall not be permitted to request a Borrowing of, conversion to, or continuation of, any Eurodollar Rate Loan and shall instead request that any such Borrowing is made in, converted to or continued as, as applicable, a Loan bearing interest at Adjusted Term SOFR or Base Rate.
Sample 1
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Transition to SOFR. Notwithstanding anything set forth in the Existing Agreement or the Amended Credit Agreement, but subject to Section 2.06(b) of the Amended Credit Agreement, in lieu of the Borrower delivering a notice or taking any other action proscribed thereby, as of the First Amendment Effective Date (after giving effect to this Amendment and subject to Section 2.06(b) thereof), all Loans outstanding on the First Amendment Effective Date (or such later date subject to Section [Signature Page to Amendment] ADMINISTRATIVE AGENT: OWL ROCK TECHNOLOGY FINANCE CORP. By: Name: Xxx xxx Xxxxx Title: Authorized Signatory [Signature Page to Amendment] LENDERS: OR TECH LENDING LLC By: Name: Xxx xxx Xxxxx Title: Authorized Signatory OR LENDING LLC By: Name: Xxx xxx Xxxxx Title: Authorized Signatory ORO BL LLC By: Owl Rock Opportunistic Master Fund I, L.P. Its Sole Member By: Owl Rock Opportunistic GP, LLC its General Partner By: Name: Xxx xxx Xxxxx Title: Authorized Signatory US-DOCS\133960080.4 EXHIBIT A Amended Credit Agreement See attached. EXECUTION COPY Conformed through First Amendment to Credit Agreement Dated October 18, 2022 CREDIT AGREEMENT dated as of June 30, 2021 among BLEND LABS, INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, OWL ROCK TECHNOLOGY FINANCE CORP., as Administrative Agent and Collateral Agent OWL ROCK TECHNOLOGY ADVISORS LLC, as Lead Arranger and Bookrunner, and OR TECH LENDING LLC, OR LENDING LLC, and ORO BL LLC, as Co-Syndication Agents. US-DOCS\121951479.16133960081.2
Sample 1
Transition to SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Loan that constitutes a Eurodollar Loan (as defined in the Credit Agreement as in effect immediately prior to the Benchmark Transition Date) that is outstanding as of the Benchmark Transition Date shall continue as such until the end of the applicable Interest Period for such Eurodollar Loan and the provisions of the Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the entry into this Amendment and the occurrence of the Benchmark Transition Date) until the end of the applicable Interest Period for such Eurodollar Loan, after which such provisions, subject to the terms of Section 5.1 hereof, shall have no further force or effect and upon which date the terms of the Credit Agreement as amended by this Amendment notwithstanding this Section 5.7 shall automatically apply to such Loans without any further action by any party.
Sample 1
Transition to SOFR. Notwithstanding anything set forth in the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document to the contrary, the parties hereto acknowledge and agree that (i) all Eurocurrency Loans (as defined in the Existing Credit Agreement) denominated in Dollars and outstanding immediately prior to the First Amendment Effective Date (the “Existing USD Eurocurrency Loans”) will continue as “Eurocurrency Loans” in accordance with the Existing Credit Agreement until the last day of the Interest Period applicable to the Existing USD Eurocurrency Loans (or, the following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to a Term SOFR Loan or an ABR Loan. Execution Version
Sample 1
Transition to SOFR. Notwithstanding anything to the contrary set forth in the Existing First Lien Credit Agreement or the Amended First Lien Credit Agreement:
Sample 1
Transition to SOFR. Notwithstanding anything to the contrary set forth in the Credit Agreement or the Amended Credit Agreement, in lieu of the Borrower delivering a notice or taking any other action proscribed thereby, each party hereto hereby agrees that (a) all Term Loans outstanding on the Amendment Effective Date immediately after giving effect to this Amendment and the transactions contemplated hereby (which constitute all remaining outstanding Term Loans under the Credit Agreement as of such date) shall be immediately (and without further action) converted to SOFR Loans with an Interest Period of one month, in each case, subject to the terms of the Amended Credit Agreement, and (b) any fees owing pursuant to Section 2.13 of the Credit Agreement due to such conversion are hereby waived. AMERICAS 118694911
Sample 1

Related to Transition to SOFR

  • AUTHORIZATION TO SUPPLEMENT If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

  • Notification to Subsequent Employer When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.

  • Provision of Documentation to Optionee By signing this agreement the Optionee acknowledges receipt of a copy of this agreement and a copy of the Plan.

  • Notification to Other Parties I hereby grant consent to notification by the Company to any other parties besides the Company with whom I maintain a consulting or employment relationship, including parties with whom such relationship commences after the effective date of this Agreement, about my rights and obligations under this Agreement.

  • Notification to New Employer In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

  • Authorization to Release and Transfer Necessary Personal Information The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Award Units and/or shares of Common Stock held and the details of all Award Units or any other entitlement to shares of Common Stock awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Grantee’s participation in the Plan (the “Data”). The Grantee understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that any recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative or the Company’s stock plan administrator. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of Award Units under the Plan or with whom shares of Common Stock acquired pursuant to the vesting of the Award Units or cash from the sale of such shares may be deposited. Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting the Grantee’s local human resources representative or the Company’s stock plan administrator in writing. The Grantee further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Award Units, and the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative or the Company’s stock plan administrator.

  • Authorization to Sell You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.

  • Governing Law; Submission to Process EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A TRANSACTION DOCUMENT, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF BIONOVA AND SAVIA HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RELATED PERSON TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW. EACH OF BIONOVA AND SAVIA IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Authorization to Modify Restrictions It is the intention of the parties that the provisions of Article IV hereof shall be enforceable to the fullest extent permissible under applicable law, but that the unenforceability (or modification to conform to such law) of any provision or provisions hereof shall not render unenforceable, or impair, the remainder thereof. If any provision or provisions hereof shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions and to alter the bounds thereof in order to render it valid and enforceable.

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