Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and by telephone (confirmed by telecopy or electronic mail) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve of its obligation to reimburse such Issuing Bank and with respect to any such LC Disbursement.
In connection with the Company’s registration obligations hereunder, the Company shall, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a registration statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Purchaser to suspend the use of any prospectus until the requisite changes to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.
If Cosmos wishes to terminate this Agreement pursuant to [Section 9.1], Cosmos shall deliver to the and a written notice stating that Cosmos is terminating this Agreement and setting forth a brief description of the basis on which Cosmos is terminating this Agreement. If wishes to terminate this Agreement pursuant to [Section 9.1], shall deliver to Cosmos a written notice stating that is terminating this Agreement and setting forth a brief description of the basis on which is terminating this Agreement.
Borrowing Procedures. Each Swing Line Borrowing of Domestic Swing Line Loans shall be made upon the Parent Borrower’s irrevocable notice to the Domestic Swing Line Lender and the Domestic Administrative Agent, which may be given by telephone. Each Swing Line Borrowing of Canadian Swing Line Loans shall be made upon the Canadian Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the applicable Administrative Agent not later than on the requested borrowing date, and shall specify # the amount to be borrowed, which shall be a minimum principal amount of for Domestic Swing Line Loans and for Canadian Swing Line Loans, and, integral multiples of in excess thereof, # the interest rate applicable to such Swing Line Loan, # for Canadian Swing Line Loans, the currency of the Loans to be borrowed and # the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the applicable Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Borrowing Officer of the applicable Borrower. Promptly after receipt by a Swing Line Lender of any telephonic Swing Line Loan Notice, the applicable Swing Line Lender will confirm with the applicable Administrative Agent (by telephone or in writing) that such Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify such Administrative Agent (by telephone or in writing) of the contents thereof. Unless such Swing Line Lender has received notice (by telephone or in writing) from such Administrative Agent (including at the request of any Lender) prior to on the date of the proposed Swing Line Borrowing # directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [Section 2.04(a), or (B)])] that one or more of the applicable conditions specified in [Article V] is not then satisfied, then, subject to the terms and conditions hereof, such Swing Line Lender will, not later than on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.
Termination Procedures. If the Purchaser wishes to terminate this Agreement pursuant to [Sections 7.1(a) or 7.1(c)])], the Purchaser shall deliver to the Seller a written notice stating that the Purchaser is terminating this Agreement and setting forth a brief description of the basis on which the Purchaser is terminating this Agreement. If the Seller wishes to terminate this Agreement pursuant to [Sections 7.1(b) or 7.1(c)])], the Seller shall deliver to the Purchaser a written notice stating that the Seller is terminating this Agreement and setting forth a brief description of the basis on which the Seller is terminating this Agreement.
Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in , the Administrative Agent shall notify the of the occurrence and amount of the Incremental Facility effected on such Increase Effective Date and, in the case of an Incremental Revolving Increase, the amount of the Revolving Credit Commitments and the Applicable Revolving Credit Percentage of each Revolving Credit Lender as a result thereof, and in the case of an Incremental Term Loan Increase or Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Increase or Incremental Term Loan Facility and each such Lender participating in such Incremental Term Loan Increase or Incremental Term Loan Facility shall make the amount of its Incremental Term Loan available in accordance with and at the time required by [Section 2.02]. In the event that an Incremental Revolving Increase results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, # the participation interests of the Revolving Credit in any outstanding Letters of Credit shall be automatically reallocated among the Revolving Credit in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, # any new Revolving Credit Lender, and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased share of all Revolving Credit Loans, # the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and # if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Term SOFR Loan, then the Borrower shall pay any amounts required pursuant to [Section 3.05] on account of the payments made pursuant to [clause (iii)] of this sentence.
Indemnification Procedures. The Party claiming indemnity under this [Article 14] (the Indemnified Party) will give written notice to the Party from whom indemnity is being sought (the Indemnifying Party) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (Claim). The Indemnifying Partys obligation to defend, indemnify, and hold harmless pursuant to [Section 14.1], [Section 14.2] or [Section 14.3], as applicable, will be reduced to the extent the Indemnified Partys delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party may assume the defense of any Claim for which indemnity is being sought by giving written notice to the Indemnified Party within days after receipt of the notice of the Claim. The assumption of defense of the Claim will not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor will it constitute waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Partys claim for indemnification. The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Partys expense, in connection with the defense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party has the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party will not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money. The Indemnified Party will not settle any such Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, # the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and # the Indemnified Party reserves any right it may have under this [Article 14] to obtain indemnification from the Indemnified Party.
Accounting Procedures. The Estimated Closing Statement, the Closing Statement and the determinations and calculations contained therein shall be prepared and calculated on a consolidated basis for the Group Companies in the same manner and consistent with the accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) as set forth in [Exhibit A]. For the avoidance of doubt, the Earn-Out Liability Amount shall be final as of the date of this Agreement and, shall not be subject to adjustment or dispute pursuant to this [Section 2.4]. The Parties agree to treat any payment made pursuant to this [Section 2.4] as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by applicable Law.
Payment Procedures. The Borrower shall make each payment under this Agreement prior to the time expressly required hereunder (or, if no such time is expressly required, not later than (New York time)) on the day when due to the Administrative Agent at the Administrative Agent Account in immediately available funds; provided that payments specified to be made directly to any Person, including payments pursuant to [Sections 2.08, 2.09, 2.11 and 10.044]4]4]4]], shall be made directly to the Persons entitled thereto. Each Loan shall be repaid and each payment of interest thereon shall be paid in Dollars. All payments shall be made without setoff, deduction, or counterclaim. The Administrative Agent will, promptly after receipt by it of any payment for the account of any other Person, and in any event prior to the close of business on the day any timely payment is made, cause to be distributed like funds to the appropriate recipient.
The Executive will report directly to the Board of Directors and promptly upon request will provide such information and reports as reasonably requested from time to time.
Disagreement Procedures. The Preliminary Closing Statement will not be binding upon the Parties if Emmis delivers to Sinclair written notice of its disagreement with the Preliminary Closing Statement (“Notice of Disagreement”) within 30 days after its receipt of the Preliminary Closing Statement, specifying in reasonable detail the nature and extent of such disagreement. If Emmis and Sinclair resolve all disputed items to their mutual satisfaction within 30 days after Sinclair’s receipt of the Notice of Disagreement, that resolution will be binding upon the Parties, and the Preliminary Closing Statement, with such changes, if any, as are so mutually agreed, will become the “Final Closing Statement.”
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.