Appraisals, valuations and field examinations conducted by a third party on behalf of the Agents. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and becontinuing, the Borrowers shall not be obligated to pay the fees, costs and expenses for more than three (3) such audits, inspections, valuations and/or field examinations described in clauses (i), (ii) and (iii), in each case conducted duringeach consecutive twelve (12) month period during the term of this Agreement, provided that Borrowers acknowledge that Administrative may elect to conduct such three (3) audits, inspections, valuations or field examinations with respect toBorrowers during any such consecutive twelve (12) month period at different times, and further provided that, nothing contained in this sentence or otherwise in this Agreement limiting Borrowers’ obligations to pay the fees, costs andexpenses of such audits, inspections, valuations or field examinations shall limit the rights of Agents pursuant to the first sentence of this Section 2.06(f) and Section 7.01(f), in each case, if conducted at their own expense. In addition,(x) at any time after the first anniversary of this Agreement, Administrative Agent, acting in its Permitted Discretion, may elect to reduce the number of audits, inspections, valuations and/or field examinations per twelve (12) monthperiod with respect to which Borrowers shall be liable for the fees, costs and expenses thereof (absent the existence of any Event of Default) from three (3) to two (2) if, to the extent and only continuing for so long as such reduction isconsistent with Administrative Agent’s governmental regulatory requirements and generally applicable internal policies, and (y) absent the existence of any Event of Default, Agent, acting in its Permitted Discretion, shall usecommercially reasonable efforts to endeavor to schedule its periodic audits, inspections, valuations and/or field examinations in a manner to minimize any adverse impact on the operations of Loan Parties to the extent consistent with AdministrativeAgent’s governmental regulatory requirements and generally applicable internal policies.
What legal considerations should I be aware of when engaging in cross-border financing?
(c) All amounts payable under thisSection 2.10 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the L/C Issuer until Payment in Full to such Agent, such Lender or the L/C Issuer at the Reference Rate. Acertificate of such Agent, such Lender or the L/C Issuer claiming compensation under this Section 2.10, specifying the event herein above described and the nature of such event shall be submitted by such Agent, such Lender or theL/C Issuer to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the L/C Issuer’s reasons for invoking the provisions ofthis Section 2.10, and shall be final and conclusive absent manifest error. Subject to Section 4.01, at such time as the Agents are sweeping cash from the Cash Management Accountspursuant to Section 8.01(d), the Administrative Agent shall on each Business Day apply all funds transferred to or deposited in survey on saxo bank trading platform the Administrative Agent’s Account to the payment, in whole or in part, of the Revolving Loans (or, in the event theRevolving Loans have been paid in full, to the Cash Collateralization of any outstanding Letters of Credit).
- Subject to Section 2.05(c)(viii) below, not later than one (1) Business Day following the receiptby any Loan Party of any casualty insurance (other than business interruption insurance) or condemnation proceeds in respect of any Collateral in excess of $500,000 in any Fiscal Year, the Borrowers shall prepay the outstanding principal of theObligations in accordance with clause (d) below in an amount equal to 100% of such insurance or condemnation proceeds, net of any reasonable expenses incurred in collecting such insurance or condemnation proceeds, provided that thethreshold referred to above shall not be applicable to limit repayment obligations under this Section 2.05(vii) at any time when an Event of Default has occurred and is continuing.
- Couples might create a postnuptial agreement to address changes in their financial situation, such as a significant increase in assets or the birth of a child.
- While the use and sale of cannabis are legal in her state, they remain illegal under federal law.
- (c) The provisions of this Section 4.05 are made for the benefit of the Agents, the Lendersand their successors and assigns, and may be enforced by them from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Agents, the Lenders or such successors or assignsfirst to marshal any of its or their claims or to exercise any of its or their rights against any of the other Borrowers or to exhaust any remedies available to it or them against any of the other Borrowers or to resort to any other source or meansof obtaining payment of any of the Obligations hereunder or to elect any other remedy.
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For example, Jane enters into a finance agreement with a lender to fund her cannabis business. While the use and sale of cannabis are legal in her state, they remain illegal under federal law. Sometimes, multiple companies sign on as a party to a financial guarantee. In these cases, each guarantor is usually responsible for only a pro-rata portion of the issue.
V. INTEREST RATE
“CEA” means the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute. “Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Lender and an assignee, andaccepted by the Collateral Agent, in accordance with Section 12.07 hereof and substantially in the form of Exhibit B hereto or such other form acceptable to the Collateral Agent. “Acquisition Assets” means all of the property and assets (tangible and intangible) proposed to be purchased by the Buyerpursuant to the Acquisition Agreement. “Acquired Indebtedness” means Indebtedness of a Person whose assets or Equity Interests are acquired by a Loan Party in aPermitted Acquisition; provided that (x) such Indebtedness was in existence prior to the date of such Permitted Acquisition and was not incurred in connection with, or in contemplation of, such Permitted Acquisition and (y) suchIndebtedness is not secured by any Liens on the assets of any Loan Party or any Subsidiary of any Loan Party except for Permitted Liens.
What is a Financing Agreement?
Collateral Agent in this Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, theCollateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoeverto any other Lender, except as otherwise provided herein and in the Agreement Among Lenders. (v) agree to any amendment, modification or other change to or waiver of any of its rights under any Material Contractif such amendment, modification, change or waiver would be adverse in any material respect to any Loan Party or any of its Subsidiaries or the Agent and the Lenders. Upon the request of any Agent or the Required Lenders (which request, so long as no Event of Default shall have occurred and be continuing, shall not be made more than once during each Fiscal Year), participate in a meeting with theAgents and the Lenders at the Borrowers’ corporate offices (or at such other location as may be agreed to by the Administrative Borrower and such Agent or the Required Lenders) at such time as may be agreed to by the Administrative Borrower andsuch Agent or the Required Lenders. Keep, and cause each of its Subsidiaries to keep, adequaterecords and books of account, with complete entries made to permit the preparation of convert swedish kronor to japanese yen financial statements in accordance with GAAP.
Schedule 6.01(o) sets forth, as of the Effective Date, with respect to each such Lease, the commencement date, termination date, renewal options (if any) and annual base rents. As of the EffectiveDate, to the knowledge of the Loan Parties, each such Lease is valid and enforceable in accordance with its terms in all material respects and is in full force and effect. No consent or approval of any landlord or other third party in connectionwith any such Lease is necessary for any Loan Party to enter into and execute the Loan Documents to which it is a party, except as set forth on Schedule 6.01(o). To the best knowledge of any Loan Party, as of the Effective Date, no other party toany such Lease is in default of its material obligations thereunder, and no Loan Party (or any other party to any such Lease) has at any time delivered or received any notice of default which remains uncured under any such Lease and, as of theEffective Date, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default under any such Lease. Required under Section 412 of the Internal Revenue Code on or before the due date for such required installment or payment, (ii) engaged in a transaction within the meaning ofSection 4069 of ERISA or (iii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. There are no pending or, to the bestknowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course or claims that could not reasonably be expected to result in material liability) asserted or instituted against(i) any Employee Plan or its assets, (ii) any fiduciary with respect to any Employee Plan, or (iii) any Loan Party or any of its ERISA Affiliates with respect to any Employee Plan.
Having a Financial Agreement means that you and your partner can have certainty as to what will happen to your assets if you were to separate in the future and to avoid a lengthy and potentially costly legal dispute. Postnuptial agreements are like prenuptial agreements, but they’re established during the marriage. Couples might create a postnuptial agreement to address changes in their financial situation, such as a significant increase in assets or the birth of a child.
The Borrowers will not later than five (5) Business Days after the occurrence thereof, prepay the RevolvingLoans or provide Cash Collateral up to the outstanding amount of the Letter of Credit Obligations at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds theBorrowing Base, to the full extent of any such excess. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations are greater than the then current BorrowingBase, the Borrowers shall provide Cash Collateral of such excess to the Administrative Agent. 2014 1 oz noah’s ark armenia silver coin Such Cash Collateral shall be deposited in a bank account subject to a Cash Management Agreement in favor of the Collateral Agent and, provided that noEvent of Default shall have occurred and be continuing, returned to the Borrowers, at such time as (x) the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds theBorrowing Base and (y) the aggregate Letter of Credit Obligations no longer exceed the Letter of Credit Sublimit, as determined by the Administrative Agent.
Each Loan Party agrees thatneither it nor any of its Affiliates will now or in the future issue any press release or other public disclosure using the name of an Agent, any Lender or any of their respective Affiliates or referring to this Agreement or any other Loan Documentwithout the prior written consent of such Agent or such Lender, except to the extent that such Loan Party or such Affiliate is required to do so under applicable law (in which event, such Loan Party or such Affiliate will consult with such Agent orsuch Lender before issuing such press release or other public disclosure). Each Agent and each Lender agrees that neither it nor any of its Affiliates will now or in the future advertise the closing of the transactions contemplated by thisAgreement, or otherwise make appropriate announcements of the financial arrangements entered into among the parties hereto, including, without limitation, on a home page or similar place for dissemination of information on the Internet or worldwideweb, or in announcements commonly known as tombstones, in such trade publications, business journals, newspapers of general circulation without the prior written consent of the Administrative Borrower, except to the extent that such Agent or Lenderis required to do so under applicable law (in which event, such Agent or Lender or such Affiliate will consult with the Administrative Borrower before taking such action). EachBorrower hereby irrevocably appoints Funko as the agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”), which appointment shallremain in full force and effect unless and until the Agents shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower.
(b) The outstanding principal amount of the Term Loan shall be repayable inconsecutive quarterly installments equal to $1,650,000 per quarter, with each such installment to be due and payable on the last day of each quarter commencing on March 31, 2016 until the Final Maturity. The outstanding unpaid principal amountof the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the termination of the Total Revolving Credit Commitment, (ii) the date of the acceleration of the Term Loans in accordance withthe terms hereof and (iii) the Final Maturity Date. (c) (i) Except as otherwise provided in this Section2.02(c), all Loans under this Agreement shall be made by the applicable Lenders simultaneously and proportionately to their Pro Rata Shares of the applicable Total Revolving Credit Commitment and Total Term Loan Commitment of each such Lender, asthe case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreasedas a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of thefailure by any other Lender. “Revolving Loan Obligations” means any Obligations with respect to the Revolving Loans (including without limitation, theprincipal thereof, the interest thereon, and the fees and expenses specifically related thereto).
“Governmental Authority” means any nation or government, any Federal, state, city, town, municipality, county, local or otherpolitical subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency, authority, division or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers orfunctions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards(including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). “Final Maturity Date” means the earliest of (i) October 30, 2021, (ii) the date on which all Loans shall become dueand payable in accordance with the terms of this Agreement, and (iii) the payment in full of all Obligations and the termination of all Commitments. Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day.
“Funko 2016 Earnout” means the cash earnout to bepaid to the Funko Sellers in the amount of (a) $25,000,000, contingent on the Ultimate Parent achieving at least $80,000,000 of Company EBITDA (as defined in, and calculated in accordance with, the Acquisition Agreement) for Fiscal Year 2016 andpayable in 2017 after receipt of the audited financial statements for the 2016 Fiscal Year. “Funko Acquisition” means the acquisition directly or indirectly of 100% of the voting equity interests of Parent by the Buyer pursuant tothe Acquisition Documents. “Flow of Funds Agreement” means a Flow of Funds Agreement, in form and substance reasonably satisfactory to the Agents, byand among the Loan Parties, the Agents and the Lenders, and the related funds flow memorandum describing the sources and uses of all cash payments in connection with this Agreement. “Excluded Foreign Subsidiary” means any subsidiary of the Ultimate Parent (i) that is a “controlled foreigncorporation” as defined in the Internal Revenue Code, (ii) all or substantially all of the assets of which consist of stock of one or more subsidiaries described in clause (i) above, in each case that has not guaranteed or pledged anyof its assets or suffered a pledge of more than 65% of its voting stock to secure, directly or indirectly, any indebtedness of the Loan Parties or (iii) any direct or indirect domestic subsidiary of a direct or indirect foreign subsidiary ofthe Ultimate Parent (and any direct or indirect domestic subsidiary that is a disregarded entity for U.S. federal income tax purposes if substantially all of its assets consist of the equity or indebtedness of one or more direct or indirect foreignsubsidiaries).
