Transition to Adjusted Term SOFR Clause Samples

The "Transition to Adjusted Term SOFR" clause establishes the process for replacing an existing interest rate benchmark, such as LIBOR, with the Secured Overnight Financing Rate (SOFR) adjusted for a specific term. It outlines the conditions under which the transition occurs, the method for calculating the new rate, and any necessary adjustments to maintain economic equivalence. This clause ensures a smooth and predictable shift to a new benchmark rate, minimizing disruption and uncertainty for parties to the agreement.
Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Loans outstanding as of the Conforming Changes Amendment Effective Date will continue to be determined by reference to the LIBOR provisions that apply prior to the Conforming Changes Amendment Effective Date, until the end of the then current Interest Period on such Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Agreement.
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Loan that constitutes a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) that is outstanding on the Amendment No. 2 Effective Date shall remain outstanding as a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) after the Amendment No. 2 Effective Date until the end of the Interest Period (as such term is defined in the Existing Credit Agreement) in effect for such Eurodollar Rate Loan and at the end of the Interest Period (as such term is defined in the Existing Credit Agreement) in effect for such Eurodollar Rate Loan, convert to an Adjusted Term SOFR Loan with an Interest Period of three (3) months; provided that, for the avoidance of doubt, at any time from and after the Amendment No. 2 Effective Date, the Borrower shall not be permitted to request a borrowing of, conversion to or continuation of any Adjusted Eurodollar Rate Loan (as defined in the Existing Credit Agreement) and all interest rates and Interest Periods for outstanding Loans shall be selected in accordance with the Credit Agreement (as amended by this Amendment). Notwithstanding any other provision herein or in any other Loan Document, the provisions of the Existing Credit Agreement applicable to a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) that is outstanding on the Amendment No. 2 Effective Date shall continue and remain in effect (notwithstanding the occurrence of the Amendment No. 2 Effective Date), solely for the purposes of making, the administration of, fee and interest payments on such Eurodollar Rate Loan, until the end of the Interest Period in effect for such Eurodollar Rate Loan, and, at the end of such Interest Period for such Eurodollar Rate Loan, such provisions shall have no further force or effect (but for the avoidance of doubt, shall remain in effect with respect to any other Eurodollar Rate Loan for which the current applicable existing Interest Period therefor has not yet ended). [Remainder of this page intentionally left blank.]
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Amended Credit Agreement, the interest on any Eurodollar Rate Advances outstanding as of immediately prior to the occurrence of the Amendment Effective Date will continue to be determined in accordance with the Credit Agreement by reference to the Eurodollar Rate, until the end of the then current Interest Period of such Eurodollar Rate Advances, at which time interest shall be determined giving effect to the Amended Credit Agreement.
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any LIBO Rate Term Loans outstanding as of the Conforming Changes Amendment Effective Date (the “Existing LIBO Rate Term Loans”) will continue to accrue based on the LIBO Rate until the end of the then current Interest Period on such Loans, at which time interest shall be determined after giving effect to the Credit Agreement, as amended by this Amendment. Notwithstanding Section 2, the terms of the Credit Agreement in respect of the calculation, payment and administration of the Existing LIBO Rate Term Loans shall remain in effect from and after the Conforming Changes Amendment Effective Date, in each case, solely for purposes of making, and the administration of, interest payments on the Existing LIBO Rate Term Loans.
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in any other Loan Document unless separately agreed by the Borrower and the Administrative Agent in writing after the date hereof, any Loans that constitute Eurodollar Rate Loans (as defined in the Existing Credit Agreement) (the “Existing Loans”) that are outstanding as of the Amendment No. 1 Effective Date (i) shall continue to bear interest at the LIBO Rate until the end of the applicable Interest Period (as defined in the Existing Credit Agreement) applicable to such Existing Loans and (ii) any request for a new Loan that is a Eurodollar Rate Loan or a continuation of an Existing Loan that is a Eurodollar Rate Loan shall be deemed to be a request for a new Term Benchmark Loan that bears interest by reference to the Adjusted Term SOFR or the continuation of such Existing Loan into a Term Benchmark Loan that bears interest by reference to the Adjusted Term SOFR.
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Credit Agreement, the interest on any Term Loans outstanding as of the Conforming Changes Amendment Effective Date (the “Existing Loans”) will continue to be determined by reference to the Eurocurrency Rate (as defined in the Credit Agreement immediately prior to the Conforming Changes Effective Date) and the related provisions contained therein that apply prior to the Conforming Changes Amendment Effective Date, until the end of the Interest Period then in effect (as of the Conforming Changes Amendment Effective #96808608v5 Date) on such Existing Loans, and thereafter, interest on such Existing Loans shall be determined pursuant to the Credit Agreement, as amended by this Agreement.  [remainder of page intentionally left blank] #96808608v5
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Loan that constitutes a Eurocurrency Loan (as defined in the Existing Credit Agreement) that is outstanding as of the Amendment Effective Time shall continue until the end of the applicable Interest Period for such Eurocurrency Loan and the provisions of the Existing Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the occurrence of the 2 Amendment Effective Time) until the end of the applicable Interest Period for such Eurocurrency Loan, after which time such provisions shall have no further force or effect; provided that, for the avoidance of doubt, at any time on and after the Amendment Effective Time, the Borrower shall not be permitted to request a Borrowing of, conversion to, or continuation of, any Eurocurrency Loan that is a Loan outstanding as of the Amendment Effective Time.
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Transition to Adjusted Term SOFR. Notwithstanding any provision herein or in the Existing Credit Agreement to the contrary, the interest on any LIBOR Loans (as defined in the Existing Credit Agreement) outstanding as of the date hereof will continue to be determined by reference to the LIBOR provisions that apply prior to the Second Amendment Effective Date until the end of the then current Interest Period on such LIBOR Loans, at which time, such LIBOR Loans shall be converted to Term Benchmark Loans with an Interest Period of one month, and shall otherwise be subject to the interest rate provisions set forth in the Credit Agreement.
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Transition to Adjusted Term SOFR. Notwithstanding any other provision herein or in the Existing Term Loan Credit Agreement, the interest on any Loans (outstanding as of the Amendment No. 2 Effective Date) will continue to be determined by reference to the LIBOR provisions that apply prior to the Amendment No. 2 Effective Date, until the end of the then current Interest Period (as defined in the Existing Term Loan Credit Agreement as in existence prior to giving effect to this Amendment) on such Loans, and after the Amendment No. 2 Effective Date interest shall be determined after giving effect to this Amendment.
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Related to Transition to Adjusted Term SOFR

  • Contract Term Adjustment “Contract Term Adjustment” means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection.

  • Additional Terms Applicable to an Incentive Option In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant: (i) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (A) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability. (ii) No installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option. (iii) Should the exercisability of this option be accelerated upon a Change in Control, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option first becomes exercisable in the calendar year in which the Change in Control occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such Change in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option. (iv) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted.

  • Share Termination Unit Price The value to Dealer of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement.