“Reportable Event” means an event described in
Section 4043 of ERISA (other than an event not subject to the provision for 30 day notice to the PBGC under the regulations promulgated under such Section). “Regulation T,” “Regulation U” and “Regulation X” mean, respectively, Regulations T, U and
X of the Board or any successor, as the same may be amended or supplemented from time to time. “Reference Bank” means PNC, its successors or any other commercial bank designated by the Administrative Agent to the
Administrative Borrower from time to time.
- Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter of
this Agreement. - Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream.
- (iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit
Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. - “Note” means each promissory note, if any,
issued by the Borrowers to a Lender in accordance with the provisions of this Agreement. - “Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation,
judicial or administrative proceeding, judgment, letter or other communication from any Person or Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (a) from any assets, properties or businesses
owned or operated by any Loan Party or any of its Subsidiaries or any predecessor in interest; (b) from adjoining properties or businesses; or (c) onto any facilities which received Hazardous Materials generated by any Loan Party or any of
its Subsidiaries or any predecessor in interest. - Should the Administrative Agent or any Lender obtain possession or control of any such
Collateral, the Administrative Agent or such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral
Agent’s instructions.
A contract can be a verbal agreement, a written agreement, or a combination of the two. Attorney Gaudet has worked in the healthcare and property management business sectors for many years. As an attorney, contract drafting, review, and negotiation has always been an area of great focus and interest.
(d) ‘holder’ in relation to any Security means (i) the person in whose name the Security is registered on the books and records of the Issuer, (ii) the bearer of the Security, and/or
(iii) the person the Issuer is entitled to treat as the legal holder of the Security; and in relation to any other debt security means the person the Issuer is entitled to treat as the legal holder of the debt security in accordance with the
terms and conditions of such debt security or any agreement governing the issuance or administration of such debt security. Securities of a Series authenticated and delivered after the effectiveness of any such
modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action may bear a notation in the form approved by the Fiscal Agent and the Issuer as to any matter provided for in such modification,
amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action. New Securities of such Series modified to conform, in the opinion of the Fiscal Agent and the Issuer, to any such modification, amendment,
supplement, request, demand, authorization, direction, notice, consent, waiver or other action may be prepared by the Issuer, authenticated by the Fiscal Agent (or any authenticating agent appointed pursuant to Section 3 hereof) and delivered
in exchange for Outstanding Securities of such Series. Any successor
Fiscal Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent hereunder, and such predecessor, upon payment or its compensation and
reimbursement of its disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent shall be entitled to receive, all monies, securities, books, records or other property on deposit
with or held by such predecessor as Fiscal Agent hereunder.
Examples of Financial Agreements in a sentence
Any Transfer Agent appointed pursuant
to Section 2 hereof shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such Transfer Agent of Securities in exchange for other Securities. You can ask your lender fxcm background directly to know what type of loan fits your current needs, and you can also ask when you will get the fund. Applying for a business loan agreement is easier when you prepare beforehand. Follow the steps below so you will get the money you need to start with your business.
- Established businesses with good cash flow may apply for a loan without collateral.
- Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection
of this Section 2.05 are in addition to payments made or required to be made under any other subsection of this Section 2.05. - All capitalized terms used but not otherwise defined herein have the same meanings
ascribed to them in the Financing Agreement.
Any monies paid by the Issuer to the Fiscal Agent
for the payment of the principal of [(or premium, if any)] [or interest] on any Securities and remaining unclaimed at the end of two years after such principal [(or premium)] [or interest] shall have become due and payable (whether at maturity, upon
call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease, without, however, limiting in any way any obligation the
Issuer may have to pay the principal of [(and premium, if any)] [and interest] on this Security as the same shall become due. (a) The Issuer shall pay to
the Fiscal Agent at its principal office in [the Borough of Manhattan, The City of New York] [London, England], on or prior to [each Interest Payment Date], [any redemption date] and the maturity date of the Securities, in such amounts
sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to pay the [interest on], [the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on,] and the principal of, the
Securities due and payable on such [Interest Payment Date], [redemption date] or maturity date, as the case may be. The Fiscal Agent shall apply the amounts so paid to it to the payment of such [interest], [redemption price] and principal in
accordance with the terms of the Securities. Any monies paid by the Issuer to the Fiscal Agent for the payment of the principal of [(or premium, if any)] [or interest] on any Securities and remaining unclaimed at the end of two years after such
principal [(or premium)] [or interest] shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal
Agent with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of [(and premium, if any)] [and interest] on this Security as the same shall become due. (b) If any action to be taken by the Lenders hereunder requires the consent, authorization, or
agreement of all of the Lenders or any Lender affected thereby, such consent, authorization or agreement is provided by the Required Lenders and a Lender (the “Holdout Lender”) fails to give its consent, authorization, agreement,
then the Collateral Agent may, or at the request of the Administrative Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute lenders (each, a
“Replacement Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder.
The Agents may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the
other Loan Documents the Agents are permitted or required to take or to grant, and if such instructions are promptly requested, the Agents shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the
Loan Documents until they shall have received such instructions from the Required Lenders (unless unanimity is required). Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent
acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (unless unanimity is required). At the option of the registered holder upon request confirmed in writing, [Registered] Securities may be exchanged for [Registered] Securities of any authorized denominations and of a like tenor, form and
aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] corporate trust office of the Fiscal Agent. Whenever any [Registered] Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, the [Registered] Securities which the registered holder making the exchange is entitled to receive.
By the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of
determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Financing Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at
a rate reduced by an applicable tax treaty. This Agreement shall become effective when it shall have been executed by each Loan Party, each
Agent and each Lender and when the conditions precedent set forth in Section 5.01 hereof have been satisfied or waived in writing by the Agents, and thereafter shall be binding upon and inure to the benefit of each Loan Party, each Agent and
each Lender, and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of each Agent and each Lender, and any
assignment by any Lender shall be governed by Section 12.07 hereof. With respect to its Pro Rata Share of the Total Commitment hereunder and the Loans made by it, each Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as
and to the extent set forth herein for any other Lender or maker of a Loan. The terms “Lenders” or “Required Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include each Agent in its
individual capacity as a Lender or one of the Required Lenders. Each Agent and their Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with any Borrower as if it were not acting
as an Agent pursuant hereto without any duty to account to the other Lenders. (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business
Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity
Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request
and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent.
SAMPLE Participation Agreement in PDF MS Word
“Requirements of
Law” means, with respect to any Person, collectively, the common law and all federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines,
ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any
Governmental Authority, in each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. Base rate or prime rate is determined from time to time by the Reference Bank as a means of pricing some loans to its borrowers and neither is tied to any external rate of interest or index nor
necessarily reflects the lowest rate of interest actually charged by the Reference Bank to any particular class or category of customers. Each change in the Reference Rate shall be effective from and including the date such change is publicly
announced as being effective. “Permitted Management Fees”
means (a) management or consulting fees payable pursuant to the terms of the Management Agreement in an aggregate amount not to exceed the lesser of (x) $2,000,000 in any Fiscal Year and (y) two percent of Consolidated EBITDA with respect
to any Fiscal Year, the payment of which is subordinated what happens if i buy tesla stock today to the Obligations on terms and conditions specified in the Management Agreement as in effect on the Effective Date and (b) the reimbursement of third-party
out-of-pocket expenses incurred in connection with the Management Agreement. “Exchange Risk Reserve” means, with respect to each Revolving Loan advanced or Letter of Credit issued in one currency in
reliance on the value of Collateral denominated in another currency, an amount determined from time to time based on the Dollar Equivalent of the outstanding principal amount of such Revolving Loan or the Maximum Undrawn Amount of such Letter of
Credit (in each case, to the extent such amount relies on the value of Collateral denominated in another currency) multiplied by the currency volatility index of the currency in which such Revolving Loan is advances or such Letter of Credit
is issued as compared to the currency in which the applicable Collateral is denominated (as such currency volatility index is calculated and determined by Administrative Agent in the ordinary course of its business from time to time). If, at any time, due to changes in facts and circumstances, or changes in US Transfer Pricing Tax Law, either party believes that the Service Fee no
longer reflects an arm’s length fee under US Transfer Pricing Tax Law, the parties shall negotiate in good faith to determine a new arm’s length Service Fee and by mutual agreement, amend this Agreement accordingly.
SAMPLE Master Services Agreements in PDF MS Word
Each Loan Party keeps its property adequately insured and maintains (i) insurance to such extent and against such
risks, including fire, as is customary with companies in the same or similar businesses, (ii) workmen’s compensation insurance in the amount required by applicable law, (iii) public liability insurance, which shall include product
liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (iv) such other insurance as may be required by law
(including, without limitation, against larceny, embezzlement or other criminal misappropriation). Schedule 6.01(s) sets forth a list of all insurance maintained by each Loan Party on the Effective Date. (D) all borrowings under the Revolving Credit Commitments and the Extended Revolving Credit Commitments and repayments thereunder shall be
made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (y) repayments required upon the maturity date of the non-extending Revolving Credit Commitments).
SAMPLE Financial Agreement in PDF
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The Securities are issued pursuant to a Fiscal Agency Agreement, dated as of January 29, 2013, between Italy and Citibank, N.A. Institutions in [The City of New York] are not generally authorized or obligated by law, regulation or executive order to close. Any new Security delivered pursuant to this Paragraph shall be so dated that neither gain nor loss in interest shall result from such exchange.
The types of agreements refer to different sections of the legislation
“Termination Event” means (a) any event that causes any Loan Party or any of its Subsidiaries to incur liability under
Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code, (b) the filing of a notice of intent to terminate an Employee Plan or the treatment of an Employee Plan amendment as a
termination under Section 4041 of ERISA, (c) the institution of proceedings by the PBGC to terminate an Employee Plan, or (d) any other event or condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Employee Plan. “Security Agreement” means a Pledge and Security Agreement, in form and substance satisfactory to the Collateral Agent, made
by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties securing the Obligations, as amended, amended and restated, supplemented or otherwise modified from time to time. “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially
designated, prohibited, sanctioned or debarred heikin ashi trading strategy person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law. Administrative Agent shall provide not less than three (3) days notice to the Administrative Borrower and the Collateral Agent of any new categories of Reserves that may be established after
the date hereof and will be available to consult with the Administrative Borrower in connection with the basis for such new categories of Reserves. “Reserve Percentage” means as of any day the maximum percentage in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency Liabilities”). “Person” means an individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority.
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Each portion of the Term Loan that is a Reference Rate Loan shall bear interest on the
principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the Reference Rate plus 6.25%. Each portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the
principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the applicable LIBOR Rate for the Interest Period in effect for the Term Loan (or such portion thereof) plus 7.25%. Subject to the terms of this Agreement, at the option of the Administrative Borrower, each Revolving Loan, shall
be either a Reference Rate Loan or a LIBOR Rate Loan. Each such Revolving Loan that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Loan until repaid, at a rate per
annum equal to the Reference Rate plus 2.00%.