Sweep Arrangement Sample Clauses

Sweep Arrangement. Advances, repayments, and reborrowings of Revolving Credit Loans may be made in accordance with a cash management system with the Lender, which shall be evidenced by separate, standard documentation of the Lender (the “Sweep Arrangement”). Pursuant to such cash management system, the Borrower will establish a “concentration account” with the Lender into which all of the Borrower’s deposit accounts will be swept daily, and from which payments will be made to the Borrowers to cover withdrawals from the Borrower’s deposit accounts. At the close of each Business Day, (i) any funds remaining in said concentration account will be applied by the Lender to outstanding Revolving Credit Loans and (ii) any shortages in said concentration account will be covered by an automatic advance of a Revolving Credit Loans. Any remaining funds in said concentration account at the end of each Business Day after repayment of all outstanding Revolving Credit Loans shall be invested overnight in accordance with the Sweep Arrangement. Revolving Credit Loans made pursuant to the Sweep Arrangement may be Base Rate Loans or Daily Simple SOFR Loans, as selected by the Borrower.
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Sweep Arrangement. (a) Borrowings and, if applicable, repayments of Revolving Loans will be settled according to the procedures described in this Section 2.27. The Administrative Agent shall, no later than 1:00 p.m. (Cincinnati time) every Business Day (each such day being a “Settlement Date”) after any immediately preceding Business Day that there is activity in the accounts that are the subject of the Sweep Arrangement that results, at the direction of SBAC, in the payment of Obligations or a Borrowing of a Revolving Loan, distribute to each Lender a statement (the “Agent’s Report”) disclosing as of the immediately preceding Business Day the net amount (the “Settlement Amount”) due to or due from each Lender to effect a Settlement and the calculations therefor. The Agent’s Report submitted to a Lender shall be prima facie evidence of the amount due to, or from, such Lender to effect a Settlement. If the Agent’s Report discloses a net amount due from the Administrative Agent to any Lender to effect the Settlement, the Administrative Agent, concurrently with the delivery of the Agent’s Report to the Lenders, shall transfer such amount to such Lender in funds immediately available to such Lender. If the Agent’s Report discloses a net amount due to the Administrative Agent from any Lender to effect the Settlement, then such Lender shall wire transfer before the end of business on the Settlement Date such amount in funds immediately available to the Administrative Agent and to the account designated by it. Payments to effect a Settlement shall be made without set-off, counterclaim or reduction of any kind. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place the amount of the Settlement Amount due from such Lender shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other ▇▇▇▇▇▇’s Settlement Amount. (b) Notwithstanding the requirements set forth in Section 2.4 and Section 2.5, the Administrative Agent may make Revolving Loans (bearing interest at the Tranche Rate plus the Applicable Margin for Tranche Rate Loans from time to time in effect) in amounts necessary to honor checks and other orders for the payment of monies made by any Loan Party and presented to the Administrative Agent for payment and other Treasury Management Obligations owing by any Loan Party to the Administrative Agent. Any such Revolving Loans so funded by the Admi...
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Sweep Arrangement. (a) Borrowings and, if applicable, repayments of Revolving Loans will be settled according to the procedures described in this Section 2.27. The Administrative Agent shall, no later than 1:00 p.m. (Cincinnati time) every Business Day (each such day being a “Settlement Date”) after any immediately preceding Business Day that there is activity in the accounts that are the subject of the Sweep Arrangement that results, at the direction of SBAC, in the payment of Obligations or a Borrowing of a Revolving Loan, distribute to each Lender a
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Sweep Arrangement. (i) The becoming due of any Obligations shall be deemed to be a request for (x) subject to Section 2.4, a Swingline Loan or (y) if a Swingline Loan is not made and subject to Section 2.6(e), an LIR Revolving Loan, on the due date therefor in the amount of such Obligations, and, upon the making of such Loan, Administrative Agent shall apply the proceeds thereof in direct payment of such Obligations. In addition, Administrative Agent may, at its option, debit any of Borrowers' Deposit Accounts maintained at Administrative Agent (or any of its Affiliates) by the amount of any Obligations which are then due and apply the proceeds thereof to the payment of such Obligations. (ii) If Borrowers have established a controlled disbursement Deposit Account with Administrative Agent (or any of its Affiliates), then the presentation for payment of any check or other item of payment drawn on such Deposit Account at a time when there are insufficient funds on deposit therein to pay the same shall be deemed to be a request for (x) subject to Section 2.4, a Swingline Loan or (y) if a Swingline Loan is not and subject to Section 2.6(e), an LIR Revolving Loan, on the date of such presentation in the amount of the checks and such other Payment Items presented for payment. The proceeds of such Loan may be disbursed directly to the controlled disbursement Deposit Account or other appropriate Deposit Account. (iii) If Borrowers have established a controlled disbursement Deposit Account with Administrative Agent (or any of its Affiliates), then, at the end of each Business Day, if the aggregate amount of presentations for payment of all checks and other items of payment drawn on such Deposit Account during such Business Day is less than funds on deposit therein, then such excess funds shall be applied, first, to the payment of any Swingline Loans; and second, retained in such Deposit Account as a credit balance in favor of Borrowers. (iv) Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of Borrowers (which hereby irrevocably authorize and direct Swingline Lender to act on their behalf), give a Notice of Borrowing to Administrative Agent requesting that Lenders make a Revolving Loan in an amount equal to their Pro Rata Share of the unpaid principal amount of any outstanding Swingline Loan as, subject to Section 2.6(e), an LIR Revolving Loan, which shall thereafter be deemed a Revolving Loan. If such notice is received by 11:00 a.m. by a Len...
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Sweep Arrangement. Section 2.6 is hereby added to the Credit Agreement as follows:
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Sweep Arrangement. Notwithstanding any provision herein to the contrary, and while ▇▇▇▇▇ Fargo remains the sole Lender under this Agreement, ▇▇▇▇▇ Fargo and the Borrower may agree that the Borrower may automatically draw and repay Revolving Credit Loans (subject to the limitations set forth herein) pursuant to cash management arrangements between the Borrower and ▇▇▇▇▇ Fargo (the “Sweep Arrangement”). Principal and interest on Revolving Credit Loans deemed requested pursuant to the Sweep Arrangement shall be paid pursuant to the terms and conditions agreed to between the Borrower and the Administrative Agent (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 2.2 and any other provision hereof with respect to the timing or amount of payments on the Revolving Credit Loans (other than as set forth in Section 2.4(a)) shall not be applicable to Revolving Credit Loans advanced and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, the principal amount of the Revolving Credit Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date.
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Related to Sweep Arrangement

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • 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.

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

  • PAYMENT ARRANGEMENTS If the Distributor is required to indemnify the Trader under section 46A of the Consumer Guarantees Act 1993, the Distributor must promptly pay the Trader the amounts due under that Act.

  • The Arrangement Commencing at the Effective Time, each of the transactions or events set out below shall, unless otherwise specifically provided in this ‎Section 3.1, occur and be deemed to occur in the following sequence and immediately following the immediately preceding transaction or event, in each case without any further authorization, act or formality on the part of any Person: (1) each Dissent Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality, to the Purchaser in consideration for the right to receive the consideration in the amount and payable in accordance with ‎Article 4, and upon such transfer: (a) such Dissenting Shareholder will cease to be the holder of such Dissent Share or to have any rights as a holder in respect of such Dissent Share, other than the right to be paid the fair value of such Dissent Share determined and payable in accordance with ‎Article 4; (b) the former holders of such Dissent Shares shall be removed from the Company’s central securities register for the Company Shares in respect of such Dissent Shares; and (c) the Purchaser will be deemed to be the transferee of such Dissent Shares; (2) subject to ‎Section 5.3, each Company Share (other than (i) any Dissent Share in respect of which a registered Company Shareholder validly exercised his, her or its Dissent Right and (ii) any Company Share held by the Company) outstanding immediately prior to the Effective Time (including any Company Shares issued pursuant to Section 3.1(2)) shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser in exchange for the issuance by the Purchaser to such holder of the Consideration, and upon such exchange: (a) the former holder of such exchanged Company Share shall cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive the Consideration issuable in respect of such Company Share pursuant to this ‎Section 3.1(2); (b) the former holders of such exchanged Company Shares shall be removed from the Company’s central securities register for the Company Shares; (c) the former holders of such exchanged Company Shares shall be entered in the Purchaser’s central securities register for the Purchaser Shares in respect of the Purchaser Shares issued to such holders pursuant to this ‎Section 3.1(2); and (d) the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such transferred Company Shares and will be entered in the central securities register of the Company as the sole holder thereof; (3) concurrently with the exchange of Company Shares pursuant to ‎Section 3.1(2), there shall be added to the capital of the Purchaser Shares, in respect of the Purchaser Shares issued pursuant to ‎Section 3.1(2), an amount equal to the product obtained when (i) the paid-up capital of the Company Shares immediately prior to the Effective Time, is multiplied by (ii) a fraction, (A) the numerator of which is the number of Company Shares (excluding any Dissent Shares) outstanding immediately prior to the Effective Time, and (B) the denominator of which is the number of Company Shares (including any Dissent Shares) outstanding immediately prior to the Effective Time; (4) each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested (each such Company Option, a “Replaced Option”), shall be, and shall be deemed to be, exchanged for an option (each, a “Replacement Option”) entitling the holder to purchase that number of Purchaser Shares equal to the product obtained when the number of Company Shares subject to such Replaced Option immediately prior to the Effective Time is multiplied by the Exchange Ratio, which Replacement Option shall (A) be governed by the incentive plan of the Purchaser in place at the Effective Time, (B) be fully vested, (C) have an exercise price for each Purchaser Share that may be purchased under such Replacement Option (the “Replacement Option Exercise Price”) equal to the quotient obtained when the exercise price per Company Share under the Replaced Option is divided by the Exchange Ratio (provided that no fractional Purchaser Shares will be issued upon any particular exercise or settlement of Replacement Options, and the aggregate number of Purchaser Shares to be issued upon exercise by a holder of one or more Replacement Options shall be rounded down to the nearest whole number (with all exercises that are effectuated concurrently by a holder of Replacement Options being aggregated before any such reduction is effectuated), and the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent (with all exercises that are effectuated concurrently by a holder of Replacement Options being aggregated before any such increase is effectuated)), and (C) otherwise have the same terms and conditions (including exercisability terms and expiry date) as were applicable to such Replaced Option immediately prior to the Effective Time. Notwithstanding the foregoing; (a) if necessary to satisfy the requirements of subsection 7(1.4) of the Tax Act in respect of the exchange of a Replaced Option for a Replacement Option pursuant to this Section 3.1(4), the Replacement Option Exercise Price shall automatically be adjusted, effective as of and from the effective time of such exchange, so that the In-The-Money Amount of the Replacement Option (as adjusted) immediately after such exchange does not exceed the In-The-Money Amount of the Replaced Option immediately before such exchange; (b) for any Replaced Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the U.S. Tax Code, it is intended that such adjustment described in Section 3.1(4) will comply with Treasury Regulation Section 1.424(1)(a); (c) for any Replaced Option that is a nonqualified option held by a U.S. taxpayer, it is intended that such adjustment described in Section 3.1(4) will be implemented in a manner intended to comply with Section 409A of the Code; (5) each Company PSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Incentive Plan or any applicable PSU Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Company PSU, cancelled and terminated as of the Effective Time and such holder shall receive in consideration for the cancellation and termination of such Company PSU, subject to ‎Section 5.8, the Consideration and: (A) the holder thereof shall cease to be the holder of such Company PSU, (B) the holder thereof shall cease to have any rights as a holder in respect of such Company PSU or under the Incentive Plan, other than the right to receive the consideration to which such holder is entitled pursuant to this ‎Section 3.1(5), (C) such holder’s name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled; and (6) each Company RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Incentive Plan or any applicable RSU Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Company RSU, cancelled and terminated as of the Effective Time and such holder shall receive in consideration for the cancellation and termination of such Company RSU, subject to ‎Section 5.8, the Consideration and: (A) the holder thereof shall cease to be the holder of such Company RSU, (B) the holder thereof shall cease to have any rights as a holder in respect of such Company RSU or under the Incentive Plan, other than the right to receive the consideration to which such holder is entitled pursuant to this ‎Section 3.1(6), (C) such holder’s name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled.