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NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows: For purposes of this Defined terms and cross-references are automatically linked to their definitions and cited sections.Agreement, the following terms shall have the meanings set forth below:
“AAA” has the meaning set forth in Section 8.18.
“Additional Purchase Consideration Adjustment” has the meaning set forth in Hover the mouse to see a preview. Click once to navigate directly.Section 1.4(g).
“Buyer Material Adverse Effect” means any material adverse change in, or effect on, the business, financial condition, operations or results of operations of the Buyer, which could materially adversely affect the Buyer’s ability to perform its obligations under this Agreement.
“Cap” has the meaning set forth in Section 7.1(c).
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2.8.2 Voluntary Prepayment.
(a) Subject to clause (b) below, Borrower may, on or after the first anniversary of the Closing Date and from time to time thereafter, on at least two (2) Business Day’s written notice or telephonic notice to Agent Flag obsolete language with automatic alerts based on group policies, industry updates, and client instructions.not later than 12:00 noon Dallas time on such day, prepay the Term Loan in whole or in part. Such notice to Agent shall specify the amount and proposed date of such prepayment, and any partial prepayment shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000.
(e) Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent and Borrower (so long as no Default or Event of Default has occurred or is continuing) (which consents shall not be unreasonably withheld, delayed or conditioned and shall not be required for an assignment by Confirm accurate spelling of party names and other repeating phrases in documents across a transaction.SWK Funding LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment advisor (or any similar type of representation or agency) pursuant to a written agreement. Except as Agent mayotherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Commitment or the principal amount of the Loan being assigned. Borrower and Agent shall been titled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the Lender.
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Liability or Liabilities means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether secured or unsecured, whether incurred or consequential and whether due or to become due), including, without limitation, any liability for Taxes.
Losses has the meaning set forth in Detect broken cross-references, definitional issues, and numbering inconsistencies.Section 3.12(a).
Material Adverse Effect means any change in, or effect on, the Business or the Acquired Assets that is materially adverse to the financial condition, or operations on the For example, jEugene catches that the definition provided is Effective Term Date.Effective Date; provided that Material Adverse Effect shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; or (iii) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof.
Material Agreements has the meaning set forth in Section 9.2.
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