CONFORMED COPY Sample Clauses

CONFORMED COPY. If a payment made to a Lender under any Loan Document would be subject to withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this clause 2.14(f)(ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

CONFORMED COPY. If the Net Cash Proceeds are received by any Person other than the Borrower, the Commitments shall only be reduced (or the Advances prepaid) to the extent that such Net Cash Proceeds are not prohibited or delayed by applicable law and can be immediately transferred to the Borrower (with such amount net of the costs and taxes associated therewith); it being understood that if such a restriction on transfer exists, upon such restriction ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower on the date such restriction ceased to exist.

CONFORMED COPY of this calculation based upon foreign exchange rates actually received in the case of a prepayment (or in the case of a Commitment reduction, with the amount of such reduction to be calculated based on the amount notified by the Borrower to the Administrative Agent as the amount that would actually be received by the Borrower if it converted the amount so received to Dollars, as determined by the Borrower acting in good faith and in a commercially reasonable manner in consultation with the Administrative Agent and taking into account any hedging arrangements which the Borrower has in place) in each case within three Business Days of receipt by the Consolidated Group of any Net Cash Proceeds (or in the case of a Qualifying Committed Financing, receipt by any member of the Consolidated Group of commitments thereof) referred to in this paragraph (d)):

CONFORMED COPY. If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to the Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, be continued as a Eurocurrency Advance with an Interest Period of one month.

CONFORMED COPY. 4.1. The parties acknowledge that the Agreement as amended by this agreement shall be read and construed as the same appears as a conformed copy attached at Appendix 2 to this agreement.

CONFORMED COPY. For purposes of calculating the aggregate principal amount of the Consolidated Net Debt of the Borrower on any such date, the currency exchange rate used for such calculation shall be the rate used in the annual or semi-annual financial statements for such date; provided, however, that if the Borrower determines that an average exchange rate is a more accurate reflection of the value of such currency over such four consecutive fiscal quarter period, the currency exchange rate used may be, at the option of the Borrower, the currency exchange rate used for the statement of income of the Borrower for such fiscal half year.

CONFORMED COPY. (h) The Registered Holder Entitled to Rely. Upon any payment or distribution pursuant to these subordination provisions, the registered holder shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in paragraph (a) above are pending, (ii) upon a certificate of the liquidating trustee or agent or other person making such payment or distribution to the registered holder or (iii) upon the representatives for the holder of the Senior Debt for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holder of the Senior Debt and other indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the subordination provisions of this Note. (i) Reliance by the Holder of the Senior Debt on Subordination Provisions. The registered holder, by accepting this Note, acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to the holder of the Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of this Note, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. These subordination provisions are intended to be for the benefit of, and shall be enforceable directly by, the holder of the Senior Debt. The registered holder hereby waives to the fullest extent permitted by law any right to compel marshaling or to otherwise seek to compel the holder of the Senior Debt to follow any particular order of realization upon any collateral for or any particular order or manner of enforcement of remedies with respect to the Senior Debt.

CONFORMED COPY. If to Buyer: Neenah Foundry Company 2121 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Neenah, Wisconsin 54957 Attention: Jame▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Telecopy No.: (414) ▇▇▇-▇▇▇▇ With copies (which shall not constitute notice to Buyer) to: Citicorp Venture Capital, Ltd. 399 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: John ▇. ▇▇▇▇▇ Telecopy No.: (212) ▇▇▇-▇▇▇▇ and Kirk▇▇▇▇ & ▇lli▇ 153 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Kirk ▇. ▇▇▇▇▇, ▇▇q. Telecopy No.: (212) ▇▇▇-▇▇▇▇ If to the Company or Sellers: Rotterdam Ventures, Inc. Rott▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Davi▇ ▇▇▇▇▇▇ Telecopy No.: (518) ▇▇▇-▇▇▇▇ With copies (which shall not constitute notice to the Company or Sellers) to: Rotterdam Ventures, Inc. Rott▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Stev▇▇ ▇▇▇▇▇▇ Telecopy No.: (518) ▇▇▇-▇▇▇▇ CONFORMED COPY and Maye▇, ▇▇ow▇ & ▇lat▇ 1675 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Thom▇▇ ▇. ▇▇▇▇▇▇ Telecopy No.: (212) ▇▇▇-▇▇▇▇

CONFORMED COPY. EXECUTION COPY determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default; Defaulting Lender means any Lender: 1.