Payments Generally; Pro Rata Treatment Sample Clauses
Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14 or 2.15, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 0000 Xxxxx Xxxx, Ops III, New Castle, DE 19720, pursuant to wire instructions to be provided by the Administrative Agent, except payments to be made directly to an Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15 and 10.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it (including, subject to the terms of the Collateral Trust Agreement or any Intercreditor Agreement, any payment received from the sale or disposal of Collateral pursuant to any Collateral Document) for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.
(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, such funds shall be applied, subject to the terms of the Collateral Trust Agreement or any Intercreditor Agreement, as applicable, (i) first, towards payment of Fees and expenses then due under Sections 2.19 and 10.04 payable to each Agent and any trustee appointed pursuant to Section 8.01(d), to the extent applicable, (ii) second, towards payment of Fees and expenses then due under Sections 2.20, 2.21 and 10.04 payable to the Lenders and the Issuing Lenders and towards payment of interest then due on account of the Revolving Loans, Term Loans and Letters of Credit, ratably among the parties entitled thereto in accordance with the amounts of such Fees and expens...
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 40 Section 2.18. Mitigation Obligations; Replacement of Lenders 42 Section 2.19. Additional Borrowers 43
Payments Generally; Pro Rata Treatment. Sharing of Set-offs.
Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder and under the Notes, regardless of any right of counterclaim or setoff, not later than 11:00 a.m. (New York City time) on the day when due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by (or for the account of) the Borrower is in respect of principal, interest or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
(b) The Borrower hereby authorizes each Lender and each of its Affiliates, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts (other than any Pledged Account or the Controlled Accounts) with such Lender or such Affiliate any amount so due.
(c) All computations of interest based on the Base Rate or the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for...
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 27 2.17 Currency Indemnity 29 2.18 Mitigation Obligations; Replacement of Lenders 29 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 30 3.1 Organization; Powers 30 3.2 Authorization; Enforceability 31 3.3 Governmental Approvals; No Conflicts 31 3.4 Financial Condition; No Material Adverse Effect 31 3.5 Litigation 32 3.6 Compliance with Laws and Agreements 32 3.7 Taxes 32 3.8 Titles to Assets. 32 3.9 Disclosure 33 3.10 Defaults 33 3.11 Casualties; Taking of Properties 33 3.12 Subsidiaries 33 3.13 Insurance 33 3.14 Solvency 33 3.15 Environmental Matters 33 3.16 Fiscal Year 35 3.17 Intellectual Property Rights 35 3.18 Investment and Holding Company Status 35 3.19 ERISA 35 3.20 Arrangement Agreement 35 ARTICLE 4 CONDITIONS 36 4.1 Effective Date 36 4.2 Confirmation of Satisfaction of Pre-Closing Conditions 39 ARTICLE 5 AFFIRMATIVE COVENANTS 40 5.1 Financial Statements and Other Information 40 5.2 Existence; Conduct of Business 42 5.3 Payment of Obligations 42 5.4 Maintenance of Properties 42 5.5 Books and Records; Inspection Rights 42 5.6 Compliance with Laws 43 5.7 Further Assurances 43 5.8 Insurance 43 5.9 Operation and Maintenance of Property 43 5.10 Total Debt to Total Capitalization Ratio 43 5.11 Ranking 43 5.12 Most Favoured Nations 43 5.13 Material Subsidiaries 44 5.14 Change of Control 44 5.15 Purpose 45 5.16 Completion of Acquisition 45 5.17 Purchased Royalty 45 ARTICLE 6 NEGATIVE COVENANTS 45
6.1 Indebtedness 45
6.2 Negative Pledge — Borrower and Guarantors 45
6.3 Negative Pledge — Other Restricted Subsidiaries 48 6.4 Fundamental Changes 50 6.5 Restrictive Agreements 50 6.6 Pre-Closing Period 51 ARTICLE 7 EVENTS OF DEFAULT 51 7.1 Events of Default 51
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 65 Section 2.19 Mitigation Obligations; Replacement of Lenders 67 Section 2.20 Increase in Revolving Facility Commitments; Incremental Term Loan Commitments 68 Section 2.21 Illegality 70 Section 2.22 Defaulting Lenders 70
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 48 SECTION 2.19. Mitigation Obligations; Replacement of Lenders 50 SECTION 2.20. Market Disruption 51 SECTION 2.21. Judgment Currency 51 SECTION 2.22. Defaulting Lenders 51 ARTICLE III Representations and Warranties SECTION 3.01. Organization; Powers 53 SECTION 3.02. Authorization; Enforceability 53 SECTION 3.03. Governmental Approvals; No Conflicts 54 SECTION 3.04. Financial Condition; No Material Adverse Change 54 SECTION 3.05. Properties 54 SECTION 3.06. Litigation and Environmental Matters 54 SECTION 3.07. Compliance with Laws and Agreements 55 SECTION 3.08. Investment Company Status 55 SECTION 3.09. Taxes 55 SECTION 3.10. ERISA 55 SECTION 3.11. Capital Stock 55 SECTION 3.12. Use of Proceeds 55 SECTION 3.13. Insolvency 56 SECTION 3.14. Insurance 56 SECTION 3.15. Partnerships and Joint Ventures 56 SECTION 3.16. Subsidiaries 56 SECTION 3.17. Debt 56 SECTION 3.18. Disclosure 56 SECTION 3.19. Sanctions Laws and Regulations 56 SECTION 3.20. EEA Financial Institution 57 ARTICLE IV Conditions SECTION 4.01. Effective Date 57 SECTION 4.02. Each Credit Event 58
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 49 Section 2.21. Letters of Credit 50 Section 2.22. Increase of Commitments; Additional Lenders 54 Section 2.23. Mitigation of Obligations 56 Section 2.24. Replacement of Lenders 56 Section 2.25. Defaulting Lenders 57 ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT 60
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 58 Section 2.18. Mitigation Obligations; Replacement of Lenders 60 Section 2.19. Release of Security Interest in Assets Being Sold 60 Section 2.20. Increase In Commitments 60 Section 2.21. Defaulting Lenders 62
Payments Generally; Pro Rata Treatment. Sharing of Set-offs..............................39 SECTION 2.16. Mitigation Obligations; Replacement of Lenders...........................................40