“Payment Office” means Administrative Agent’s office located at Two Tower Center, East Brunswick, New Jersey or atsuch other office or offices of Administrative Agent as may be designated in writing from time to time by the Administrative Agent to the Collateral Agent and the Borrower. “Loan Account” means an account maintained hereunder by the Administrative Agenton its books of account at the Payment Office, and with respect to the Borrowers, in which the Borrowers will be charged with all Loans made to, and all other Obligations incurred by, the Borrowers. “Lien” means any mortgage, deed of trust, pledge, lien(statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any Capitalized Lease and anyassignment, deposit arrangement intended as, or having the effect of, security. “Letter of Credit Obligations” means, at any time and without duplication, thesum of (a) Reimbursement Obligations with respect to all Letters of Credit at such time, plus (b) the Maximum Undrawn Amount with respect to all Letters of Credit, plus (c) all amounts for which Administrative Agent may be liable tothe L/C Issuer pursuant to any Letter of Credit Guaranty with respect to any Letter of Credit. “Lease” means any lease of real property to which any Loan Party or any ofits Subsidiaries is a party as lessor or lessee.
Common Sections in Financial Services Agreements
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. The Borrowers shall have paid on or before the date of this Agreement all fees, costs, expenses andtaxes then payable pursuant to Section 2.06 and Section 12.04.
- Debt agreements dictate the terms and conditions by which one entity borrows and repays funds from another.
- Price, delivery terms, warranties, the fine print of insurance — are all part of this narrative.
- IN WITNESS WHEREOF, the parties have indicated their agreement to be bound by the terms and conditions of this Agreement by affixing their signatures below on the dates indicated.
- “Required Lenders” means Lenders whose Pro Rata Shares (calculated in accordance with clause (e) of thedefinition thereof) aggregate at least 51%.
- Similarly, an agreement that was made between the parties during a de-facto relationship will no longer be in effect once the parties are married.
Divorce Agreements
By reading this, you can make an informed decision about whether a binding financial agreement is for you and your partner. By understanding the pros and cons of a binding financial agreement, couples can make an informed decision regarding their financial arrangements. It is important to have a thorough understanding of the steps involved in making a binding financial agreement and to seek advice from expert prenup lawyers to ensure the agreement is fair and reasonable.
Keep, and cause each of its Subsidiaries to keep, adequaterecords and books of account, with complete entries made to permit the preparation of financial statements in accordance with GAAP. None of the Loan Parties is (i) an “investment company” or an “affiliated person”or “promoter” of, or “principal underwriter” of or for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended, or (ii) subject to regulation under any Requirement ofLaw that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable. (c) The operation of this Section shall not be construed to increase or otherwise affect the Commitmentsof any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to theAdministrative Agent or to the Lenders other than such Defaulting Lender. Lender’s payment to the L/C Issuer pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a“Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 3.04. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably andunconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s applicable Pro Rata Share (determined in accordance with paragraph (a) of thedefinition of “Pro Rata Share”) of the Maximum Face Amount of such Letter of Credit and the amount of such drawing, respectively.
- “Cash Management Accounts” means the bank accounts of each Loan Party (other than (a) accounts specifically andexclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees, (b) any account over which the grant of a Cash Management Agreement is legally prohibited orwhich constitute cash collateral in respect of a Permitted Lien and (c) any account with an average daily balance during any month no greater than $50,000 (provided that the aggregate average daily balance during any month in all such accountsis less than $200,000).
- Be explicit about amounts, frequencies, and any penalties for late payments.
- (a) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, each of the Borrowers hereby accepts joint andseveral liability hereunder and under the other Loan Documents for the Obligations, in consideration of the financial accommodations to be provided by the Agents and the Lenders under this Agreement and the other Loan Documents, for the mutualbenefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.
- Protected under the Family Law Act 1975, BFAs are flexible documents that can be created at any point—whether you’re planning to marry, already married, or in a de facto relationship.
- (d) Each Borrower agrees to pay or reimburse the Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of one outside counsel and one local counsel in each relevant jurisdiction, in the manner and to the extent set forth in the FinancingAgreement.
“Cash Management Accounts” means the bank accounts of each Loan Party (other than (a) accounts specifically andexclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees, (b) any account over which the grant of a Cash Management Agreement is legally prohibited orwhich constitute cash collateral in respect of a Permitted Lien and (c) any account with an average daily balance during any month no greater than $50,000 (provided that the aggregate average daily balance during any month in all such accountsis less than $200,000). “Capitalized Lease” means, with respect to any Person, any lease of real or personal property by such Person as lessee whichis (a) required under GAAP to be capitalized on the balance sheet of such Person or (b) a transaction of a type commonly known as a “synthetic lease” (i.e., a lease transaction that is treated as an operating lease foraccounting purposes but with respect to which payments of rent are intended to be treated as payments of principal and interest on a loan for Federal income tax purposes). Improvements to any property leased by such Person as lessee, to the extent that such expenses have been reimbursed in cash by the landlord that is not a Loan Party, (iv) expenditures to theextent that they are actually paid for by a third party (excluding any Loan Party) and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party orany other Person (whether before, during or after such period), and (v) property, plant and equipment taken in settlement of accounts. “Bank Product Obligations” means all obligations, liabilities, contingentreimbursement obligations, fees, and expenses owing by Borrowers to any Agent or Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect,absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrowers, as applicable, are obligated to reimburse to Administrative Agent or any Lender nfp forecast as a result of Administrative Agent orsuch Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to such Person pursuant to the Bank Product Agreements. Notwithstanding any of the foregoing, Bank ProductObligations shall not include any Excluded Hedge Liabilities. Prenuptial agreements should be revisited regularly rather than left to collect dust.
Setting Aside Binding Financial Agreements
Often used for land and commercial real estate, leases can also encompass the rental of hardware, warehouse space, vehicles, and various types of equipment, to name a few. Understanding the nuance of amortization schedules, residual value, and potential buy-outs is critical for a finance professional steering their company toward fiscal success. Edward L. Blair IV, CEO and Founder of Blair Legal Solutions LLC, is your legal solution. Mr. Blair is a Florida-based attorney with extensive experience in drafting pleadings, motions, and contracts. He Is known for his meticulous attention to detail, he specializes in providing strategic legal writing services to clients across a wide range of industries. With a focus on precision and clarity, Edward helps clients navigate complex legal issues and ensure their documents are both effective and legally sound.He is a lionhearted attorney with a passion for the law and his clients.
Keeping the agreement current and legally sound is essential to protect both parties involved. Post-nuptial agreements are a type of BFA that are created after a marriage has occurred. These binding agreements exist so that the delegation of where assets can go has a set allocation in case a divorce occurs. There are various types of BFAs that are made for different circumstances.
Benefits of a Binding Financial Agreement
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 an introduction to fundamental analysis in forex Provider under the terms of this Agreement shall be for any unpaid service fees underSection 4 of this Agreement. A financial agreement is a legally binding contract that outlines the terms and conditions of a financial arrangement between two or more parties.
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As of the Effective Date, there are no outstanding debt or equity securities of the Ultimate Parent or any of its Subsidiaries and no outstanding obligations of the Ultimate Parent or any of its Subsidiaries convertible into or exchangeablefor, or warrants, options or other rights for the purchase or acquisition from the Ultimate Parent or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Equity Interests of any Subsidiaryof the Ultimate Parent. (xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent inform and substance, as the Collateral Agent may reasonably request. (b) Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender ofthis Agreement and shall entitle the Borrowers to replace the Defaulting Lender with one or more substitute Lenders, and the Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Defaulting Lender shallspecify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Defaulting Lender shall execute and deliver an Assignmentand Acceptance, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Defaulting Lender shall refuse or fail to execute and deliver any suchAssignment and Acceptance prior to the effective date of such replacement, the Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance.
“Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal“Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then as published in another publication selected by the AdministrativeAgent). “Person” means an individual, corporation, limited liability company,partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority. “Permitted Special Inventory Amount” means, at any time, an amount equal to the lesser of (x) seventy percent (70%) ofthe Book Value of Eligible Special Inventory of the Borrowers at such time, (y) eighty-five percent (85%) times the most recently determined Net Liquidation Percentage times the Book Value of the Eligible Special Inventory of theBorrowers at such time and (z) $15,000,000. (n) other unsecured Indebtedness in an aggregate amount at any one time not to exceed $1,000,000.
“Interest Rate Hedging Obligations” means all obligations, liabilities, contingent reimbursementobligations, fees, and expenses owing by Borrowers to any Agent or Lender or its Affiliates pursuant to or evidenced by the Interest Rate Hedging Agreements and irrespective of whether for the payment of money, whether direct or indirect, absoluteor contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrowers, as applicable, are obligated to reimburse to Agents, any Lender or any Affiliate thereof as a result of Administrative Agent, suchLender or such Affiliate purchasing participations or executing indemnities or reimbursement obligations with respect to the interest rate swap provided to such Person pursuant to the Interest Rate Hedging Agreements. Notwithstanding any of theforegoing, Interest Rate Hedging Obligations shall not include any Excluded Hedge Liabilities. “Funko Earnout Preferred Equity” means SP Units (as defined in the Funko LLCAgreement) of the Ultimate Parent that are issued as a result of the non-payment of the Funko Earnout within 20 Business Days after the applicable Earnout Determination Date (as defined in the AcquisitionAgreement) in accordance with Section 2.5 of the Funko LLC Agreement, with rights to receive priority distributions from the Ultimate Parent until the holders thereof have received aggregate distributions equal to any unpaid amounts plus anannual preferred return of 11% for the first 90 day period after issuance, 13% for the next 90 day period and 15% thereafter, accruing daily and compounding annually. “Business Day” means (a) for all purposes other than as described in clause (b) below, any day other than Saturdayor Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania or New York City, (b) with respect to the borrowing, payment or continuation of, or determination ofinterest rate on, LIBOR Rate Loans, any day that is a Business Day described in clause (a) above and on which dealings in Dollars may be carried on in the interbank eurodollar markets in New York City and London. “Account Receivable” means, with respect to any Person, any and allaccounts (as that term is defined in the Uniform Commercial Code) and any and all rights of such Person to payment for goods sold and/or services rendered, including accounts, general intangibles and any and all such rights evidenced by chattelpaper, instruments or documents, whether due or to become due and whether or not earned by performance, and whether now or hereafter acquired or arising in the future, and any proceeds arising therefrom or relating thereto. As part of the transaction, Lincoln and Bain Capital have agreed to enter into a 10-year, non-exclusive strategic investment management relationship, with Bain Capital becoming an investment manager across a variety of asset classes including private credit, structured assets, mortgage loans, and private equity.
Before delving into the specifics of a financial agreement, start by clearly identifying the parties involved and providing a brief overview of the agreement’s purpose. Prenuptial agreements, or “prenups” as they’re commonly known, are entered into before marriage. They outline how assets and finances will be divided if the marriage ends. They can protect family inheritances, business interests, and even future earnings, offering peace of ndax review mind to couples about to tie the knot.
Depending on legal requirements or preferences, parties may choose to have witnesses present during the signing of the financial agreement. In certain situations, having the financial agreement notarized adds an extra layer of legal validity. Consult legal professionals to determine whether notarization is advisable in your specific context.