Drop Down Sample Clauses

A Drop Down clause allows parties to modify the terms of an agreement, typically by reducing the scope or level of obligations under certain conditions. For example, if a party fails to meet a specified performance threshold, the clause may automatically adjust the requirements or benefits to a lower, predefined level. This mechanism provides flexibility in contractual relationships and helps manage risk by ensuring that the agreement remains workable even if initial expectations are not fully met.
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Drop Down. If any Drop-Down Condition is satisfied, then, as soon as reasonably practicable (and, in any event, not before the receipt of all consents and approvals that, if not obtained in connection with the Drop-Down, would have an adverse effect upon the assets, properties and rights being transferred pursuant to the Drop-Down) following the Effective Time, the Company will effect the Drop-Down pursuant to an assignment and assumption agreement between the Company and Newco Sub B and such instruments of conveyance, assignment and transfer as shall be necessary to effect the Drop-Down.
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Drop Down. No Governmental Entity shall have taken any action that would prohibit the consummation of the Drop-Down.
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Drop Down. The parties acknowledge that, after the ▇▇▇▇▇, Parent will drop its stock ownership of the Company down to its subsidiary, Cintas Executive Services, Inc., pursuant to Code Section 368(a)(2)(C). 2. The persons to be identified as affiliates pursuant to Section 8.14 are: All directors plus Messrs. ▇▇▇▇▇▇▇▇, Shoreman and ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ ▇. ▇▇▇▇ Group, Inc. 3. Exhibit 8.14 is amended to read in the form of the attached Amended Exhibit 8.14.
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Drop Down. (a) On the Drop Down Date for each Borrower the relevant Facility A Tranche shall be prepaid with an amount of USD 7,500,000 and the relevant Facility B Tranche shall be prepaid in full. In order to accomplish this, the Drop Down Proceeds and the additional equity paid to a Borrower in connection with the Drop Down shall be applied in accordance with paragraph (a) of Clause 9.7 (Application of proceeds and reduction of Commitments). (b) If the Drop Down Date(s) do not occur within one (1) year from the Date of this Agreement, the amount of USD 7,500,000 which should have been prepaid in accordance with paragraph (a) under each Facility A Tranche, shall be spread over the remaining instalments payable in respect of each Facility A Tranche and the repayment schedule set out in Schedule 6 (Facility A Repayments) shall be updated accordingly.
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Drop Down. ▇▇▇▇▇▇▇▇ shall cause the Drop-Down to occur immediately after the Effective Time of the Merger.
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Drop Down. (a) KNOT shall have the option to sell its shares in the Borrower to ▇▇▇▇ or a wholly owned Subsidiary of ▇▇▇▇, subject to the terms and conditions set out in this Clause 28.2 (Drop Down). (b) A Drop Down may only take place once the Agent (on behalf of the Lenders) in its sole discretion is satisfied that: (i) no Default is continuing or would result from the proposed Drop Down; (ii) no Material Adverse Effect would result from the proposed Drop Down; (iii) the Repeating Representations to be made by each Obligor (including the Replacement Guarantors) are true in all material respects; (iv) the Borrower have delivered to the Agent a duly completed and executed Accession Letter; and (v) the Agent has received all of the documents and other evidence listed in Part V (Conditions precedent to Drop Down) of Schedule 2 (Conditions precedent and subsequent) in form and substance satisfactory to it. (c) On a Drop Down Date: (i) the Replacement Guarantors shall accede to this Agreement as Guarantors and become liable for the obligations of the Borrower; (ii) KNOT shall be released from its obligations under each Finance Document and each Hedging Agreement as a Guarantor for the obligations of the Borrower, and following the Drop Down Date, KNOT shall cease to be a Party to this Agreement; (iii) all references to the terms “Guarantors”, “Guarantor”, “Obligors” or “Obligor” shall include the Replacement Guarantors;
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Drop Down. The Borrower shall make a mandatory prepayment representing 20% of the original amount of the Loan on the Utilisation Date upon the Drop Down Date (the “Drop Down Mandatory Prepayment’’), to be applied upfront on the then outstanding amount of the Loan without impacting the balloon of the Loan. In the absence of Drop Down within two (2) years from the Delivery Date, the repayment profile will be adjusted accordingly so that prepayments in the same amount as the Drop Down Mandatory Prepayment will be fully effected by the seventh anniversary of the Delivery Date as per the repayment schedule detailed in Schedule 8 (Repayment schedule).
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Related to Drop Down

  • Operating Agreement You have received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Subscription Agreement constitutes your consent to the Operating Agreement, and that upon acceptance of this Subscription Agreement by the Company, you will become a member of the Company as a holder of Class A Units. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon acceptance of your subscription.

  • ACADEMY OPENING DATE The Academy shall open as a school on 1 August replacing Harrow High School and Sports College which shall cease to be maintained by the Local Authority on that date, which date shall be the conversion date within the meaning of the Academies Act 2010.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.