(u) other Liens which do not secure Indebtedness for borrowed money or letters of credit and asto which the aggregate amount of the obligations secured thereby does not exceed $1,000,000. (k) Investments in assets useful in the business of the Borrowers and their Subsidiaries made by a Borrower or any of its Subsidiaries, whetherin accordance with Section 2.05(c)(viii) or as a result of the making of Capital Expenditures otherwise permitted hereunder. “Permitted Discretion” means, as to any Agent or Lender, as the case may be, adetermination made in good faith and in the exercise of commercially reasonable (from the perspective of a secured asset-based lender) business judgment exercised in accordance with generally applicable practices of such Agent or Lender fortransactions of this type. “LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by the AdministrativeAgent (rounded upwards if necessary, to the next 1/100% of 1%) by dividing (i) applicable LIBOR for such Interest Period by (ii) 1.00 minus the Reserve Percentage; provided that such LIBOR Rate shall be adjusted on and as of theeffective day of any change in the Reserve Percentage. “Funko 2015 Earnout” means the cash earnout to be paid to the FunkoSellers in the amount of (a) $40,000,000, contingent on the Ultimate Parent achieving at least $60,700,000 of Company EBITDA (as defined in, and calculated in accordance with, the Acquisition Agreement) for Fiscal Year 2015 and payable in 2016 afterreceipt of the audited financial statements for the 2015 Fiscal Year.
Who Helps With Financial Services Agreements?
Before establishing her law practice, she served as a Registered Nurse in various hospitals across Los Angeles and the Bay Area. Notably, she contributed to prominent institutions such as Los Angeles County Public Health and the City of Anaheim. Additionally, Eliza ventured into entrepreneurship, managing her own Professional Fiduciary and Consulting business.Her legal acumen extends to civil litigation, personal injury, medical malpractice, nursing home abuse, worker’s compensation, and family law matters.
- The Administrative Borrower shall authorize and direct the L/C Issuer to name one or more Borrowers as the “Applicant” or “Account Party” of each Letter of Credit.
- 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.
- In this case, the provisions related to the use of funds may be unenforceable or render the entire agreement void due to its illegal nature.
- (a) The outstanding principal of all Revolving Loans made to the Borrowersshall be due and payable on the Final Maturity Date.
- I submitted a project for a lawyer’s help within a day I had received over 6 proposals from qualified lawyers.
For example, if a farmer is selling soybean today for $60 per bushel but believes the future price of soybean will be $90, they may purchase a futures contract today that guarantees them the ability to purchase a bushel in the future for $60. The farmer would therefore be purchasing the soybean at $60 and selling it in the future at the current spot rate of $90. A futures contract is an agreement to buy or sell something at a future date, for an agreed-upon price. Typically, the items being exchanged are either a financial instrument or a commodity.
No Borrower is contemplating either an Insolvency Proceeding or the liquidation of all or a major portion of such Loan Party’s assets or property. No authorization or approval or other action by, and no notice to or filing with, any GovernmentalAuthority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party. After giving effect to all Loans to be made on theEffective Date, the Letters of Credit to be issued on the Effective Date and the consummation of the Funko Acquisition (including the repayment of the Existing Credit Facilities), the Availability shall not be less than $20,000,000. TheAdministrative Borrower shall deliver to the Collateral Agent a certificate of the chief financial officer of the Administrative Borrower certifying as to the matters set forth above and containing the calculation of Availability. The Agents shall have received reasonably satisfactory evidence that the Permitted Holders made a cash equitycontribution to Ultimate Parent of at least $118,000,000 plus fee and expenses related thereto (plus $26,900,000 of roll-over equity from existing management and $37,400,000 of roll-over equity from the Funko Sellers under the Acquisition Agreement)to effect the consummation of the Funko Acquisition.
Whenever any payment to be made or any report required to be delivered under any such Loan Document shall become due on a day other than a Business Day, such payment shall bemade, or such report shall be delivered on the next succeeding Business Day and if applicable, such extension of time shall in such case be included in the computation of interest or fees, as the case may be. Except as otherwise expressly providedfor herein, all computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees arepayable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error. If any amount shall be paid to any Guarantor party hereto in violation of the immediately preceding sentence at any time prior to the laterof (x) the Payment in Full of the Guaranteed Obligations, and all other amounts payable under this ARTICLE XI and (y) the Final Maturity Date, such amount shall be held in trust for the benefit of the Agents, the Lenders, the Bank ProductProviders and the L/C Issuer and shall forthwith be paid to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer to be credited and applied to the Guaranteed Obligations, and all other amounts payable under this ARTICLE XI, whethermatured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations, or other amounts payable under this ARTICLE XI thereafter arising. The Lenders, the Bank Product Providers and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations, and all other amounts payable under this ARTICLE XI shall be Paid inFull and (iii) the Final Maturity Date shall have occurred, the Agents, the Lenders, the Bank Product Providers and the L/C Issuer will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents,without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor party hereto of an interest in the Guaranteed Obligations, resulting from such payment by such Guarantor party hereto. The amount of anyContingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for whichsuch Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required toperform thereunder), as determined by such Person in good faith.
VIII. GOVERNING LAW
(iii) None of the Loan Parties, nor any of their agents acting in any capacity in connection with the Loans, Letters ofCredit or other transactions hereunder, unless authorized by the U.S. Government (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or(B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any if you invested $10,000 in netflix’s ipo, this is how much money you’d have now OFAC Sanctions Programs. None of the other reports, financial statements, certificates orother information furnished by or on behalf of any Loan Party to the Agents in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any materialmisstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading; provided that, with respect to projected financial information, eachLoan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared. Each Loan Party has, and is in compliance with, all permits,licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person,except where the failure to have, or be in compliance with, all such permits, licenses, authorizations, approvals, entitlements and accreditations could not reasonably be expected to have a Material Adverse Effect. No condition exists or event hasoccurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization,approval, entitlement or accreditation, and there is no claim that any thereof is not in full force and effect, except where such suspension, revocation, impairment, forfeiture or non-renewal could notreasonably be expected to have a Material Adverse Effect.
However, the fine print in the agreement specifies that the interest rate is variable and can increase significantly over time. This is a commitment that states that one party will do business with another. It clearly lays out the financial obligations of each party but may not necessarily be a binding agreement. Most bonds are backed by a financial guarantee firm, also referred to as a monoline insurer, against default. The global financial crisis hit financial guarantee firms particularly hard. It left numerous financial guarantors with billions of dollars of obligations to repay on mortgage-backed securities (MBSs) that defaulted, causing financial guarantee firms to have their credit ratings slashed.
VII. DEFAULT
This Agreement may be executed in any number of counterparts and by different parties hereto inseparate counterparts, Supply and demand indicators each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or electronic mail shall beequally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or electronic mail also shall deliver an original executed counterpart of thisAgreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. (i) Each Agent, Administrative Borrower and Administrative Borrower may, in its discretion, agree to accept notices and other communicationsto it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
The parties expressly waive and claim they may have on account of such termination for lost profits or anticipated sales or onaccount of expenditures, investments, leases or commitments in connection with the business of the Service Provider or SPML. SPML’s sole liability to Service Provider under the terms of this Agreement shall be for any unpaid service fees underSection 4 of this Agreement. A finance agreement, also known as a loan agreement or junior java developer salary financial contract, is a legally binding document that outlines the terms and conditions of a financial transaction between two parties. These two parties are typically a creditor (lender) and a borrower (debtor). Upon recordingby the Collateral Agent, from and after the Settlement Date, the Administrative Agent shall make all payments under the Financing Agreement and the other Loan Documents in respect of the interest assigned hereby (including, without limitation, allpayments of principal, interest and commitment fees (if applicable) with respect thereto) to the Assignee.
Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter ofthis Agreement. (e) Upon receipt by the Administrative Agent of a completed Assignment and Acceptance, andsubject to any consent required from the Administrative Agent, the Administrative Borrower or the Collateral Agent pursuant to Section 12.07(b) (which consent of the Collateral Agent must be evidenced by the Collateral Agent’s execution of anacceptance to such Assignment and Acceptance), the Administrative Agent shall accept such assignment, record the information contained therein in the Register and provide to the Collateral Agent a copy of the fully executed Assignment andAcceptance. (viii) amend the definition of “Availability”, “Book Value”, “Borrowing Base” (or any defined term usedtherein), “Eligible Accounts Receivable”, “Eligible Domestic Accounts Receivable”, Eligible Foreign Accounts Receivable”, “Eligible Domestic In-Transit Inventory” (or anydefined term used therein), “Eligible Foreign In-Transit Inventory” (or any defined term used therein), “Eligible Inventory”, “Eligible Special Inventory”,“Dilution”, “Dilution Reserves”, “Net Amount of Eligible Accounts Receivable”, “Permitted Special Inventory Amount” or “Reserves” (or any defined term for any particular reserve referenced therein)),in each case, without the written consent of the Required Revolving Loan Lenders and the Required Lenders. The provisions of this Article are solely for the benefit of the Agents, the Lendersand the L/C Issuer, and, except as provided in Sections 10.07 and 10.08, no Loan Party shall have rights as a third-party beneficiary of any of such provisions.
I. PARTIES
Futures contracts identify the quantity and quality of the item being exchanged. There are thousands of these contracts exchanged on a daily basis, and, therefore, they are issued in a standardized format to streamline the process. For and in consideration of the full and faithful performance and completion of the stipulated work by the Service Provider in accordance with the termsand conditions agreed upon, SPML agrees to pay the Service Provider a service fee equivalent to the Actual Cost plus 10% mark up. Service Provider shall be responsible for procuring and maintaining in good force and effect automobile insurance, general comprehensive liabilityinsurance, workers compensation insurance, and unemployment insurance in such amounts as may be required by law. Because the Services are personal and unique and because Service Provider may have access to and become acquainted with theConfidential Information of SPML, SPML shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that SPML may have for abreach of this Agreement.
V. INTEREST RATE
For example, you might agree that each of you will retain the property that you brought into your relationship, or you could use a Financial Agreement to protect an inheritance that one of you knows you will receive during your relationship. With over 25 years of experience in the technology sector, I am a strategic business counsel, outsourced general counsel, and a leader of high-performing legal teams aimed to help maximize the efficiency of all stakeholders.I recently joined the renewable energy space with the addition of a new client on its way to becoming the first Chinese battery company to build a battery manufacturing presence in the US beginning with a 1+ GWh cell and pack plant, and a domestic anode and cathode plant. Director and Assistant General Counsel at SMART Global Holdings, where I served as the general counsel for the HPC and AI division of this publicly traded holding company, comprised of four companies, before becoming the global head of the commercial legal function across all portfolio companies, including two multinational industry leaders.
To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 12.16 may be unenforceable because it is violative of any law or public policy, each Loan Party shall, jointlyand severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. The indemnities set forth in this Section 12.16shall survive the repayment of the Obligations and discharge of any Liens granted under the Loan Documents. To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on anytheory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, any other agreement or instrumentcontemplated hereby or thereby, any Loan or the use of the proceeds thereof. (b) With effect from the Resignation Effective Date, (i) the retiring Agent shall bedischarged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by such Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agentshall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or tothe surviving Agent directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s Agent’s appointment as Agent hereunder, such successor shall succeed toand become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. After the retiringAgent’s resignation hereunder and under the other Loan Documents, the provisions of this Article, Section 12.04 and Section 12.16 shall continue in effect for the benefit of such retiring Agent in respect of any actions taken oromitted to be taken by it while the retiring Agent was acting as Agent.
All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to doso could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Each of the Borrowers hereby agrees that it will not enforce any rights that it may now or hereafter acquire against any other entityconstituting a Borrower or a Guarantor that arise from the existence, payment, performance or enforcement of such entity’s obligations under this Agreement and the other Loan Documents, including any right of subrogation, reimbursement,exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent and the Lenders against any other entity constituting a Borrower or a Guarantor or any Collateral, whether or not such claim, remedy orright arises in equity or under contract, statute or common law, including the right to take or receive from any other entity constituting a Borrower or a Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right. Any claim which any Borrower may have against any other Borrower with respect to any payments to the Agents orthe Lenders hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the Payment in Full of theObligations.
