Export Arrangements Sample Clauses

The Export Arrangements clause defines the responsibilities and procedures related to the export of goods or services under the agreement. It typically outlines which party is responsible for obtaining necessary export licenses, complying with relevant export laws and regulations, and handling documentation required for international shipments. For example, it may specify that the seller must ensure all products meet the destination country's import requirements or that the buyer is responsible for customs clearance. This clause ensures that both parties understand their obligations in cross-border transactions, reducing the risk of legal violations or shipment delays.
Export Arrangements. (a) Should Newark at any time have insufficient funds to pay for any Products purchased from VCP Exportadora by the date on which VCP Exportadora is required to receive such payment pursuant to Brazilian Applicable Law, VCP Exportadora shall, subject to the obtaining of any necessary approvals from the Central Bank, capitalize such payments by making an equivalent contribution of capital to Newark (including, to the extent possible, by converting such payment obligation into additional capital of Newark). Newark shall not pay or declare any dividends or returns of capital (or similar distributions with respect to its Capital Stock) to VCP Exportadora at any time that there is a Default hereunder or that VCP or any other Person that has sold Products to Newark has not been paid for such Products within the time required by Brazilian Applicable Law for the receipt by Brazilian exporters of export payments (it being understood that any amounts that would otherwise have been paid as dividends or otherwise shall be promptly paid by Newark as payment for its purchase of such Products). (b) Neither Newark nor either Newark Subsidiary shall enter into any amendment or modification of, or grant any waiver under, the Export Arrangements that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect (it being understood that any amendment, modification or waiver that has any adverse effect on the payment of any amounts payable under the Export Arrangements, including as to the amount or timing thereof, shall be considered to have a Material Adverse Effect). (c) Each of Newark and the Newark Subsidiaries shall require that the purchase price of all sales of Products pursuant to any Sales Agreement is payable solely in Dollars. (d) VCP shall (or shall cause one of its Subsidiaries, including VCP Exportadora, to) sell to Newark sufficient Products so that no Event of Default described in Section 9.1(o) shall occur, each of which sales shall be for a price no higher than, and a payment term no shorter than, the price and payment term applicable to the sale of such Products by Newark or a Newark Subsidiary to a customer pursuant to a Sales Agreement. (e) If a Specified Event occurs with respect to any Interest Period, then the Collateral Agent may, under the Export Agreements with the Stand-by Exporters, request that one or both Stand-by Exporters sell an aggregate amount of Products to Newark that will (by no later than 30 days aft...
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Export Arrangements. (a) Should Newark or the Trading Company at any time have insufficient funds to pay for any Products purchased by it from VCP Exportadora by the date on which VCP Exportadora is required to receive such payment pursuant to Brazilian Credit Agreement 57 Applicable Law, VCP or VCP Exportadora (as applicable) shall, subject to the obtaining of any necessary approvals from the Central Bank, capitalize such payments by making an equivalent contribution of capital to Newark or the Trading Company (including, to the extent possible, by converting such payment obligation into additional capital of Newark or the Trading Company). Newark shall not pay or declare any dividends or returns of capital (or similar distributions with respect to its Capital Stock) to VCP Exportadora at any time that there is a Default hereunder or that VCP Exportadora or any other Brazilian Person that has sold Products to Newark and/or the Trading Company has not been paid for such Products within the time required by Brazilian Applicable Law for the receipt by Brazilian exporters of export payments (it being understood that any amounts that would otherwise have been paid as dividends or otherwise shall be promptly paid by Newark as payment for its purchase of such Products, including to pay such amounts to the Trading Company for on-payment to VCP Exportadora and/or any other Brazilian Person that has sold Products to the Trading Company). (b) Neither Newark nor either Newark Subsidiary shall enter into any amendment or modification of, or grant any waiver under, the Export Arrangements that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect (it being understood that any amendment, modification or waiver that has any adverse effect on the payment of any amounts payable under the Export Arrangements, including as to the amount or timing thereof, shall be considered to have a Material Adverse Effect). (c) Each of the Newark Subsidiaries shall require that the purchase price of all sales of Products pursuant to any Sales Agreement is payable solely in Dollars. (d) VCP shall (or shall cause VCP Exportadora to) sell to the Trading Company, and cause the Trading Company to sell to Newark, and Newark shall sell to the Borrower, sufficient Products so that no Event of Default described in Section 9.1(o) shall occur, each of which sales shall be for a price no higher than, and a payment term no shorter than, the price and payment term applicable to t...
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Related to Export Arrangements

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits ▇▇▇ ▇▇▇▇ (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Implementation Arrangements Institutional Arrangements

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will: (i) prepare and file a registration statement pursuant to the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (x) become effective as soon as practicable after such filing and (y) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list (and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) promulgated under the Exchange Act; and (iv) take all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.

  • Cash Management Arrangements Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.