Assignment and Transfer means an assignment and transfer in the form attached hereto as Exhibit J assigning all or a portion of a Lender's interests, rights and obligations under this Agreement pursuant to Section 13.1.
Assignment and Transfer means an assignment and transfer entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Agent, in the form of Exhibit E or any other form approved by the Agent.
Assignment and Transfer. Agreement shall mean the Assignment and Transfer Agreement in the form of Exhibit A attached hereto. Availability Reserve shall mean an amount equal to the sum of:
Examples of Assignment and Transfer in a sentence
The Agreement of Assignment and Transfer also includes the certifications referred to above.
Shareholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Agreement of Assignment and Transfer with their preferred election, in the manner described in Section 3 herein.
Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed.
For withdrawal to be effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Agreement of Assignment and Transfer.
If any tendered Shares are not purchased for any reason (other than due to proration as described above), the Agreement of Assignment and Transfer with respect to such Shares not purchased will be of no force or effect.
More Definitions of Assignment and Transfer
Assignment and Transfer. Agreement shall mean the Assignment and Transfer Agreement in the form of Exhibit B attached hereto. Availability shall mean at any time the excess of the sum of (a) an amount equal to Eligible Accounts Receivable multiplied by the percentage set forth in clause (a) of Paragraph 1 of Section 3 of this Financing Agreement, plus (b) the lesser of (i) $10,000,000.00 or (ii) an amount equal to the aggregate value of Eligible Inventory (determined at the lower of cost or market value) multiplied by the percentage set forth in clause (b) of Paragraph 1 of Section 3 of this Financing Agreement, plus (c) the lesser of (i) the Applicable Sublimit or (ii) an amount equal to the aggregate value of Eligible Fixed Assets, over the sum of (x) the aggregate outstanding amount of all Obligations (other than the Term Loans), plus (y) the Availability Reserve. For purposes of clause (c) of this definition, the “value” of any Eligible Fixed Assets shall equal 80% of the net orderly liquidation value of such Eligible Fixed Assets, as set forth in the most recent appraisals thereof, provided that if any such appraisal is not then available, then as determined by the Agent in its reasonable business judgment. Availability Reserve shall mean at any time of determination, the then outstanding amount of all Letters of Credit. Borrowing Base shall have the meaning and shall be calculated in accordance with Paragraph 1 of Section 3 of this Financing Agreement. Borrowing Base Certificate shall mean a certificate in the form of Exhibit C attached hereto. Business Day shall mean any day on which all of the Agent, CIT and JX Xxxxxx Cxxxx Bank are open for business in New York, New York. Capital Expenditures shall mean to the extent capitalized in accordance with GAAP, any expenditure for fixed assets (both tangible and intangible) including assets being constructed (whether or not completed), leasehold improvements, capital leases under GAAP, installment purchases of machinery and equipment, acquisitions of real estate and other similar expenditures including without duplication (i) in the case of a purchase, the entire purchase price, whether or not paid during the fiscal period in question, (ii) in the case of a capital lease, the capitalized amount thereof (determined in accordance with GAAP) and (iii) without duplication, expenditures in or from any construction-in-progress account of any of the Companies.
Assignment and Transfer. AGREEMENT shall mean an Assignment and Transfer Agreement substantially in the form of Exhibit E hereto, pursuant to which a Lender assigns and a Transferee assumes rights and obligations in accordance with Section 9, paragraph 13(a) of this Financing Agreement.
Assignment and Transfer. AGREEMENT shall mean the Assignment and Transfer Agreement in the form of Exhibit B hereto. AVAILABILITY shall mean at any time the excess of the sum of a) Eligible Accounts Receivable multiplied by the Accounts Receivable Advance Percentage and b) Eligible Inventory multiplied by the Inventory Advance Percentage less the sum of x) the outstanding aggregate amount of all Obligations, (including without limitation, all Obligations with respect to Revolving Loans and Letters of Credit of the Company) and y) the Availability Reserve. AVAILABILITY RESERVE shall mean at any time of determination an amount equal to (a) at the option of the Agent, in its sole discretion, the sum of two (2) months rental payments on all of the Company's leased premises determined in accordance with Schedule 1 hereto for which the Company has not delivered to the Agent a landlord's waiver in form and substance satisfactory to the Agent in the exercise of its reasonable business judgment, provided that such amount shall be adjusted from time to time hereafter upon (i) delivery to the Agent of any such acceptable waiver, (ii) the opening or closing of a Collateral location and/or (iii) and change in rental payment; (b) upon the occurrence of a Default or an Event of Default, the amount of all unpaid sales taxes due any state and which sales taxes have been collected by the Company; and (c) subject to the provisions of Section 7, Paragraph 10 of this Financing Agreement, such other reserves as the Agent deems necessary in its sole discretion as a result of i) negative forecasts and/or trends in the Company's business, industry, prospects, profits, operations or financial condition or ii) other issues, circumstances or facts that could otherwise negatively impact the Company, its business, prospects, profits, operations, industry, financial condition or assets; provided, however, that the aggregate amount of reserves pursuant to this clause (c) and such other reserves referenced in the definition of "Special Reserve Component" shall not exceed $5,000,000.00 in the aggregate at any one time. BLOCKED ACCOUNT shall mean any Depository Account owned by the Company which is governed by a Blocked Account Agreement in form and substance satisfactory to the Agent.
Assignment and Transfer means an assignment and transfer agreement, substantially in the form of EXHIBIT E hereto, assigning all or a portion of a Lender's interests, rights and obligations under this Agreement pursuant to SECTION 13.1.
Assignment and Transfer. Agreement shall mean the Assignment and Transfer Agreement in the form of Exhibit A attached hereto.
Assignment and Transfer. AGREEMENT shall mean the Assignment and Transfer Agreement in the form of Exhibit A attached hereto. AVAILABILITY RESERVE shall mean an amount equal to the sum of all reserves that Agent establishes from time to time in its reasonable credit judgment and which are customary in the commercial finance industry to reflect (a) the risk profile of Customers of the Originators whose obligations are included in the Collateral, (b) other events, conditions, contingencies or risks arising after the Closing Date which materially adversely affect, or would have a reasonable likelihood of materially adversely affecting, (i) the Collateral or any other property which is security for the Revolving Line of Credit or its value, or (ii) the security interest and other rights of the Lenders in the Collateral (including the enforceability, perfection and priority thereof) or (c) in the Agent's reasonable credit judgment ,any collateral report or financial information furnished by or on behalf of the Company or any Originator to the Lenders is or may be incomplete, inaccurate or misleading in any material respect at the time provided to the Lenders.
Assignment and Transfer. AGREEMENT shall mean the Assignment and Transfer Agreement in the form of Exhibit B hereto. AVAILABILITY shall mean at any time the excess of the sum of a) Eligible Accounts Receivable multiplied by the percentage provided for in clause (a) of paragraph 1 of Section 3 of this Financing Agreement and b) Eligible Inventory multiplied by the percentage provided for in clause (b) of paragraph 1 of Section 3 of this Financing Agreement over the sum of x) the outstanding aggregate amount of all Obligations (other than the Acquisition Term Loans) of the Company and y) the Availability Reserve. AVAILABILITY RESERVE shall mean at any time of determination, the then outstanding amount of all Letters of Credit. BUSINESS DAY shall mean any day on which all of the Agent, CITBC and Chase Manhattan Bank are open for business. CAPITAL EXPENDITURES for any period shall mean the aggregate of all expenditures of the Companies during such period that in conformity with GAAP are required to be included in or reflected by the property, plant or equipment or similar fixed asset account reflected in the balance sheet of the Companies.