Designated Entities Sample Clauses
The 'Designated Entities' clause defines which parties, organizations, or affiliates are specifically identified to receive rights, obligations, or benefits under the agreement. In practice, this clause lists or describes the entities—such as subsidiaries, contractors, or third-party service providers—that are permitted to act on behalf of or be included in the scope of the contract. By clearly specifying these entities, the clause ensures that all parties understand exactly who is covered by the agreement, thereby reducing ambiguity and preventing disputes over the involvement of additional parties.
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Designated Entities. Notwithstanding anything to the contrary contained herein (including this Article):
(a) other than with respect to the Retail Group, the IP Trust and the IT Trust, which are governed by clause (b), neither the Borrower nor any Restricted Subsidiary shall make any Investment in or otherwise transfer any asset to any Designated Entity, other than pursuant to cash loans evidenced by promissory notes that are pledged as Collateral under the Security Documents (but released upon the Release Date); provided, that to the extent any such Designated Entity has Contractual Obligations existing on the Closing Date which prohibit the incurrence by such Designated Entity of Indebtedness (including pursuant to such promissory notes), the Borrower and the Restricted Subsidiaries may, to the extent of such prohibitions, make cash equity contributions to such Designated Entity, (iii) credit support provided in the ordinary course of business to support obligations other than Debt of such Designated Entity (such as and including posting of cash and/or letters of credit, delivery of performance guarantees or similar agreements and arrangements to guaranty the timely and complete performance of such Designated Entity), (iv) Investments and transfers of assets (other than cash, Cash Equivalents, or any power generation facility) and payments for goods and services in the ordinary course of business; provided, that the Borrower or a Restricted Subsidiary may sell the Transferred Assets to the Purchaser Subsidiary pursuant to the terms of any Permitted Sale, and (v) Investments by a Designated Entity in the direct or indirect parents or Subsidiaries of such Designated Entity;
(b) neither the Borrower nor any Restricted Subsidiary (other than a Subsidiary in the Retail Group or IT Trust or IP Trust) shall make any Investment in or otherwise transfer any asset to Retail Holdco, any of its Subsidiaries, the IP Trust or the IT Trust, other than (i) pursuant to cash loans evidenced by promissory notes that are pledged as Collateral under the Security Documents (but released upon the Release Date); provided, that to the extent Retail Holdco or any of its Subsidiaries has Contractual Obligations existing on the Effective Date, including under the Sleeve Documents, which prohibit the incurrence of Indebtedness (including pursuant to such promissory notes), the Borrower and the Restricted Subsidiaries may, to the extent of such prohibitions, make cash equity contributions in an aggregate...
Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Loans to a Borrower in a particular jurisdiction.
(b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) by:
(i) appearing in the list of Designated Entities in Schedule 18 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or
(ii) acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 19 (Form of Designated Entity Accession Agreement).
(c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Loan.
(d) When a Designated Entity participates in a Loan:
(i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Loans; and
(ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a party to this Agreement for these purposes.
(e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Loans shall be deemed to be a participation of the Related Lender.
(f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement.
(g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Loan (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 27.1 (Assignments and Transfers by the Lenders).
Designated Entities. 16.1 For the purposes of this clause, “Sanctioned Activity” means any activity, service, carriage or trade subject to sanctions imposed by a Sanctioning Authority; “Sanctioning Authority” means the United Nations, European Union, United Kingdom, United States of America or any other applicable competent authority or government; “Sanctioned Party” means any persons, entities, bodies designated by a Sanctioning Authority.
Designated Entities. Where a Lender (each a “Designating Lender”) has designated in the signature pages to this Agreement or in writing to the Agent and the Company (and agreed in writing by the Company) an Affiliate of itself (each a “Designated Entity”) as its Facility Office for the purpose of participating in or making Loans to a Borrower in a particular jurisdiction, the Parties unconditionally and irrevocably agree that such Designated Entity shall:
(a) not have any Commitment (without prejudice to the Designated Lender’s Commitment);
(b) be entitled to all rights and benefits (other than voting rights which shall remain with the Designating Lender) under this Agreement relating to its participation in any Loan to a Borrower in such designated jurisdiction; and
(c) have the corresponding duties of a Lender in relation to such Loans, and shall be a party to this Agreement for that purpose. Such Designating Lender will procure, subject to the terms of this Agreement, that the Designated Entity participates in a Loan to any Borrower in the relevant designated jurisdiction in place of such Designating Lender and the Parties to the Agreement shall be entitled to treat such Designated Entity as a Lender accordingly.
Designated Entities. The Parties acknowledge that, on the date hereof, the Designated Entities in respect of TransCanada Corporation are TransCanada Energy Management Inc. and TransCanada Energy Investments Ltd., and the Designated Entity in respect of OMERS Administration Corporation is BPC Generation Infrastructure Trust. A Designated Entity designated by a TopCo shall cease to be a Designated Entity in respect of such TopCo and shall become a Non- Designated Entity at the time that such TopCo, in its sole and absolute discretion, delivers notice in writing to such effect to the Counterparty; provided, however, that such a notice shall not reduce the amount payable in respect of a Refinancing Payment otherwise determined hereunder in respect of Refinancings occurring prior to the effective date of such notice.
Designated Entities. (a) Eligibility for small business provi- sions.
(1) An entrepreneur is an entity that, together with its controlling in- terests and affiliates, has average gross revenues not exceeding $3 million for the preceding three years. This defini- tion applies only with respect to li- censes in Block C (710–716 MHz and 740– 746 MHz) as specified in § 27.5(c)(1).
(2) A very small business is an entity that, together with its controlling in- terests and affiliates, has average gross revenues not exceeding $15 million for the preceding three years.
(3) A small business is an entity that, together with its controlling interests and affiliates, has average gross reve- nues not exceeding $40 million for the preceding three years.
Designated Entities. 61 SECTION 9.08. Collateral ............................................63 SECTION 9.09. Governing Law; Submission to Jurisdiction .............63 SECTION 9.10. Counterparts; Integration .............................63 SECTION 9.11. Waiver of Jury Trial ..................................63 SECTION 9.12. Confidentiality .......................................63. CREDIT AGREEMENT AGREEMENT dated as of September 30, 1999 among CNF TRANSPORTATION INC., the BANKS party hereto and MO▇▇▇▇ ▇UARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent. The parties hereto agree as follows:
Designated Entities. (a) The provisions of this clause shall apply in relation to any sanction, prohibition or restriction imposed on any specified persons, entities or bodies including the designation of specified vessels or fleets under United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union or the United States of America.
Designated Entities. (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Advances to a Borrower in a particular jurisdiction.
Designated Entities. 19.1 Each party represents and warrants to the other that they are not, and shall not be throughout the performance of the Work, subject to any applicable sanction, prohibition or restriction of the United Nations, United States, United Kingdom, European Union, or Singapore (“Sanctions”). Supplier further represents and warrants that any representatives, agents, sub-contractors, suppliers, or employees connected to the performance of the Work shall not be subject to any applicable Sanctions.
19.2 If a party is in breach of Clause 19.1, the other party may terminate the Agreement by written notice with immediate effect. Any termination pursuant to this Clause 19.2 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the terminating party.