Agreements of Parties Sample Clauses

Agreements of Parties. Unless otherwise noted, the transactions below will occur contemporaneously at the closing of all of the transactions contemplated by this Article III (the "Closing").

Agreements of Parties. This Agreement, the Confidentiality Agreement and the documents referred to herein set forth all the covenants, promises, agreements, conditions and understandings among the parties hereto, and there are no other covenants, promises, agreements, conditions or understandings, whether oral or written, among the parties hereto relating to the subject matter hereof.

Agreements of Parties. Notwithstanding the terms of the Loan Agreement, as amended hereby, the Borrower, the Agent and the Lender hereby agree that: (a) the outstanding principal balance of the Notes shall bear interest from and after the Amendment Effective Date at the Base Rate, or the Past Due Rate, as applicable. The Borrower shall not have the option to designate or convert to a Eurodollar Rate; (b) without the prior approval of the Agent and Lender (to be given or withheld in their sole and absolute discretion), the Borrower shall not request any additional borrowings or the issuance of a Letter of Credit; (c) notwithstanding the requirements of the Loan Agreement, accrued and unpaid interest on the unpaid principal balance of the Loans due and payable on any Interest Payment Date may be capitalized and added to the amounts outstanding under the Notes and shall constitute additional principal amounts outstanding thereunder, with the effect and result that until otherwise agreed upon in writing, interest payable in respect of the Loans may be paid by the Borrower in kind; (d) the Borrower shall not be liable to pay any revolving loan commitment fee set forth in Section 2.4(a). (e) the outstanding aggregate principal amount of the Loans and accrued and unpaid interest thereon outstanding under the Loan Agreement immediately prior to December 29, 2000 (the "Effective Date") is $9,487,300.00. (f) immediately following the Effective Date and after giving effect to the satisfaction of the conditions set forth in Section 7, the outstanding principal amount due and owing under the Loan Agreement will be $1,000,000.00.

Agreements of Parties. It is hereby agreed by and between the IDB and the Company that: (a) The Company proposes to refinance the Tax-Exempt Project by causing the IDB to issue the Tax-Exempt Bonds and apply the principal proceeds thereof, together with other funds, to pay the 1984 Bonds, within the meaning of Article VIII of the 1984 Indenture and for all other purposes of the 1984 Inden▇▇▇▇, ▇▇▇ ▇▇ ▇edeem the 1984 Bonds thereafter, all for the purposes of fostering the industrial and business development of, and improving living conditions in, the jurisdiction of the IDB and otherwise contributing to the welfare of the State of Alabama and its inhabitants. (b) This Agreement amends and restates the 1984 Lease, and the parties hereto hereby acknowledge, consent to, approve (i) the amendment and restatement of the 1984 Lease, as effectuated by this Agreement, (ii) the amendment and restatement of the 1984 Indenture, as effectuated by the Tax-Exempt Indenture, including the appointment of the Tax- Exempt Indenture Trustee as successor trustee to the trustee under the 1984 Indenture (provided that (A) the provisions of Article VIII of the 1984 Indenture shall survive with respect to the 1984 Bonds and (B) the trustee under the 1984 Indenture shall continue in such capacity with respect to the 1984 Bonds), (iii) the termination as of the date hereof of the Remarketing Agreement dated as of October 30, 1987 among the IDB, the Company (as assignee) and Goldman, Sachs & Co., as remarketing agent thereunder (subj▇▇▇ ▇▇ the survival of the provisions of Sections 4 and 5 thereof), and (iv) the termination of Scott's obligations under the 1984 Lease, the 1984 Indentur▇, ▇▇▇ the 1984 Bonds and the fact that Scott shall have no obligations under this Agreement, the Tax-Exempt Indenture or the Tax-Exempt Indenture Securities. (c) All of the Tax-Exempt Indenture Securities will be issued under the Tax-Exempt Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth in the Tax-Exempt Indenture, pursuant to which the IDB's interest in the Lease Documents and the revenues and receipts thereunder, including the rental payments hereunder, but subject to Section 1.14, will be pledged and conveyed to the Tax-Exempt Indenture Trustee or the Collateral Agent as security for payment of the principal of and premium, if any, and interest on the Tax-Exempt Indenture Securities. (d) Nothing contained herein (including Section 6.1(b) hereof) shall be deemed or...

Agreements of Parties. 36 SECTION 6.2 Indemnification............................................. 37 SECTION 6.3 Payment of Expenses; Obligations under Tax-Exempt Indenture........................................ 38 SECTION 6.4

Agreements of Parties. As long as any Obligations to the Bank remain outstanding, the Assignor hereby agrees with the Bank as follows: (a) At all times the assets of the Account shall be held in Cash Equivalent Investments. As used herein, "Cash Equivalent Investments" shall mean, at any time, (i) any evidence of debt, maturing not more than one year after such time, issued by the United States Government, (ii) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case (unless issued by a Bank or its holding company) rated at least A-l by Standard & Poor's Credit Market Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or P-l by ▇▇▇▇▇'▇ Investors Service, Inc., (iii) any certificate of deposit (or time deposits represented by such certificates of deposit) or banker's acceptance, maturing not more than one year after such time, or overnight federal funds transactions that are issued or sold by any LaSalle Bank or its holding company or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000, (iv) any repurchase agreement entered into with LaSalle Bank which (A) is secured by a fully perfected security interest in any obligation of the type described in any of clause (i) above, and (B) has a market value at the time such repurchase agreement is entered into of not less than 102% of the repurchase obligation thereunder, and (v) any mutual fund which invests solely in the investments described in any of clauses (i) through (iii).

Agreements of Parties. At the Closing, NPI, Seller and Buyer (as applicable) shall execute and deliver (i) Assignment and Assumption Agreements with respect to the Leases, the Contracts and Acquired Assets and (ii) the Development Assignment.

Agreements of Parties. As long as any Secured Obligations remain outstanding, the Assignor hereby agrees with the Agent as follows: (a) The Agent shall have full and irrevocable right, power and authority to (i) collect, withdraw or receipt for all amounts due or to become due and payable upon or out of the Pledged Collateral, to execute any withdrawal receipts respecting the Pledged Collateral, and to endorse the name of the Assignor on any or all treasury bills or commercial paper given in payment thereof, and (ii) at the Agent's discretion, take any other action, including, without limitation, the transfer of the Pledged Collateral into the Agent's own name or the name of the Agent's nominee, which the Agent may deem necessary or appropriate to preserve or protect its and the Lenders' interest in the Pledged Collateral. (b) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral and in protecting any rights with respect to the Pledged Collateral against prior parties, if the Agent takes such action for that purpose as the Assignor shall request in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, provided, however, that in any event the Agent's responsibility for the safekeeping of the Pledged Collateral shall not extend to matters beyond the control of the Agent, including, without limitation, acts of God, war, insurrection, riot, governmental actions or acts of any corporate or other depository.

Agreements of Parties. Section 2.01. Amendment to Section 3.03(b)(vi). Section 3.03(b)(vi) shall be amended by deleting the word "second" that appears immediately prior to the words "Business Day" therein.