(ii) Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding EquityInterests of such Subsidiaries of the Ultimate Parent in existence as of the Effective Date. All of the issued and outstanding shares of Equity Interests of such Subsidiaries have been validly issued and, in the case of any Subsidiary organized as acorporation under the laws of any jurisdiction of the United States, are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as indicated on such Schedule, as of theEffective Date, all such Equity Interests is owned by the Ultimate Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens other than Permitted Liens (but excluding any Permitted Liens that are consensual or contractualLiens). 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.

“Joinder Agreement” means a Joinder Agreement, substantially in the form of Exhibit A, duly executed by a Subsidiary ofa Loan Party made a party hereto pursuant to Section 7.01(b). Ownership of any futures contract or liability for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or (z) any investment in anyother items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP. “Indemnified Matters” has the meaning specified therefor in Section 12.16. “Holdout Lender” has the meaning specified therefor in Section 12.02(b).

Any determination by the Administrative Agent that a Lender is a DefaultingLender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender, subject to Section 4.04(d), upon delivery of written notice of such determination tothe Administrative Borrower, each L/C Issuer and each Lender. Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and theother Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principalamount of the Loans or Letter of Credit Obligations, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement, or (C) actions directlyeffecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to thebenefits of 0, Section 2.09 and Section 2.10 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender; provided that, at the time such participant is claiming benefitspursuant to Section 2.09, such participant shall comply all obligations under Section 2.09 as if it was a Lender thereunder. (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.

1. The Lenders and the Borrowers confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers as herein provided will be madeas an accommodation to the Borrowers and solely at the Administrative Agent’s discretion, provided that the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Borrowerswith any amount not paid when due and payable under any Loan Document.
2. (d) Subject to Section 2.05(b), the Borrowers may prepay the LIBOR Rate Loans in whole at any time or in part from time totime, together with accrued interest on the principal being prepaid to the date of such repayment in the case of any LIBOR Rate Loan made to the Borrowers, and the Administrative Borrower shall specify the date of prepayment of Loans which are LIBORRate Loans, the Loan to which such prepayment is to be applied and the amount of such prepayment.
3. The Administrative Agent reserves the right, at any time and from time to time after the Effective Date, that if any Inventory at any timeceases to be Eligible Inventory or Eligible In-Transit Inventory, and Administrative Agent becomes aware of such fact, then Administrative Agent may, in the exercise of its Permitted Discretion, exclude suchInventory from the calculation of the Borrowing Base (provided that any such exclusion pursuant to this sentence shall not be effective for the purposes of the definition of Availability).
4. “Requirements ofLaw” means, with respect to any Person, collectively, the common law and all federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines,ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, anyGovernmental Authority, in each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

Except as set forth on Schedule 6.01(i) and except asrequired by Section 4980B of the Internal Revenue Code or pursuant to executive employment agreements, as of the date hereof, no Loan Party or any of its Subsidiaries maintains an employee welfare benefit plan (as defined in Section 3(1) ofERISA) for employees in the US which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party or any of its ERISA Affiliates or coverage after a participant’stermination of employment. References in this Agreement to “determination” by any Agent include good faith estimates by such Agent (in the case of quantitative determinations) and good faith beliefs by such Agent (in the case of qualitativedeterminations). A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writingpursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default hasbeen waived in writing by the Required Lenders or by each Lender affected thereby or by all Lenders, as applicable. Any Lien referred to in this Agreement or any other Loan Document as having been created in favor of any Agent (or any subagent ordesignee or delegee of any Agent), any agreement entered into by any Agent (or any subagent or designee or delegee of any Agent) pursuant to this Agreement or any other Loan Document, any payment made by or to or funds received by any Agent (or anysubagent or designee or delegee of any Agent) pursuant to or as contemplated by this Agreement or any other Loan Document, or any act taken or omitted to be taken by any Agent (or any subagent or designee or delegee of any Agent), shall, unlessotherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of the Agents and the Lenders (including each Bank Product Provider). Wherever the phrase “to the knowledge of any LoanParty” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to the actual knowledge of a Senior Officer of any LoanParty.

Financing Agreement

“TTM Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated EBITDA of such Person and itsSubsidiaries for the trailing twelve-month period then ended. “Term Loan” means, collectively, theloans made by the Term Loan Lenders to the Borrowers on the Effective Date pursuant to Section 2.01(a)(ii). “Swap” means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) aswap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

For reasons only known to those who drafted the legislation, the word “binding” was dropped and since 2008 they have simply been known as “Financial Agreements”. Under Part VIIIA for married couples, or Part VIIIAB for de facto couples, of the Family Law Act 1975, you can enter into a financial agreement either before, during or after your relationship has ended. So the term financial agreement is actually an umbrella term that covers each phase of a relationship.

Each of the Lenders and the Borrowers agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditionsprecedent in Section 5.02 have been satisfied. Any amount charged to the Loan Account of the Borrowers shall be deemed a Revolving Loan hereunder made by the Revolving Loan Lenders to the Borrowers, funded by the Administrative Agent on behalfof the Revolving Loan Lenders and subject to Section 2.02 of this Agreement. The Lenders and the Borrowers confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers as herein provided will be madeas an accommodation to the Borrowers and solely at the Administrative Agent’s discretion, provided that the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Borrowerswith any amount not paid when due and payable under any Loan Document. 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.

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. 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. The face amount thereof, the amount of charges to the Loan Account and/or Loans made to the Borrowers during such month to reimburse the Revolving Loan Lenders for drawings made under Letters ofCredit, and the amount and nature of any charges to the Loan Account made during such month on account of fees, commissions, expenses and other Obligations. All entries on any such statement shall be presumed to be correct and, thirty (30) daysafter the same is sent, shall be final and conclusive absent manifest error. (d) Notwithstanding anything to the contrary set forth in Section 3.02(b) or any other provision of thisAgreement, Administrative Borrower may request and L/C Issuer may issue Letters of Credit (and/or renewals or extensions of existing Letters of Credit) under this Agreement with an expiry date that extends months beyond) the Final Maturity Date thenin effect when such Letter of Credit (or the extension or renewal thereof) is requested (any such Letter of Credit so issued, renewed or extended, a “Post-Term Letter of Credit”), subject to all other existing terms and conditionsof and provisions in this Agreement regarding Letters of Credit, including any terms, conditions and provisions regarding the requesting and issuance thereof, but provided that, under no circumstances may any such Post-Term Letter of Credit as soissued, renewed or extended have an expiry date later than the twelve-month anniversary of the Final Maturity Date as in effect when such Post-Term Letter of Credit is so issued, renewed or extended.

What Is a Finance Agreement?

The Borrowers will immediately prepay the outstandingprincipal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated in accordance with the terms hereof for any reason. (a) The outstanding principal of all Revolving Loans made to the Borrowersshall be due and payable on the Final Maturity Date. (iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving CreditCommitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder. (i) each Revolving Loan Lender severally agrees to make Revolving Loans in Dollars to the Borrowers at any time and from timeto time from the Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstandingnot to exceed the amount of such Lender’s Revolving Credit Commitment.

What Are Some Legal Issues Associated With a Finance Agreement?

Simply put, a hedge is a risk management strategy that’s utilized to reduce any significant gains or losses incurred by an organization or individual. Please keep in mind that the future price of soybean could have decreased https://www.topforexnews.org/news/service-brokering-and-an-enterprise-standard-build/ rather than increased. On the contrary, if the farmer thought the price of soybean was going to go down, they could sell soybean in a futures contract at $60 and purchase it at the current spot rate of $40.

If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Will plan and arrange the financial affairs, such as savings, retirement provisions, tax treatment and wills of Service Recipient. Following the execution of this Assignment Agreement by the Assignor and the Assignee, itwill be delivered by the Assignor to the Collateral Agent for recording by the Collateral Agent. The effective date of this Assignment Agreement (the “Settlement Date”) shall be the latest of (a) the date of the executionhereof by the Assignor and the Assignee, (b) the date this Assignment Agreement has been accepted by the Collateral Agent and recorded in the Register, (c) the date of receipt by the Collateral how to buy discover financial services stock Agent of a processing and recordation fee inthe amount of $5,000, (d) the settlement date specified on Annex I, and (e) the receipt by Assignor of the Purchase Price specified in Annex I. (d) The indemnities and waivers set forth in this Section 12.16 shall survive the repaymentof the Obligations and discharge of any Liens granted under the Loan Documents. Misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction, (ii) to the extent arising from any dispute between or among any Indemnitees, on theone hand, and ACON and/or the Borrowers or any of their Affiliates, on the other hand, to the extent that ACON and/or the Borrowers or any of their Affiliates prevails in such dispute, as determined by a final judgment of a court of competentjurisdiction, and (iii) any dispute solely among Indemnities not involving the Loan Parties.

VIII. GOVERNING LAW

Delivery of an executed counterpart of this Assignment Agreement byfacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart. As of the Settlement Date (a) the Assignee shall be a party to the Financing Agreement and, to the extent of the interest assignedpursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement,relinquish its rights and be released from its obligations under the Financing Agreement and the other Loan Documents. In accordance with the terms and conditions of Section 12.07 of the Financing Agreement, the Assignor herebysells and assigns https://www.forex-world.net/blog/acciones-google-goog-stock-price-and-chart-nasdaq/ to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligationsowing to the Assignor, and the Assignor’s portion of the Loans as specified on Annex I. (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.

Most futures contracts are settled in cash but some require the physical delivery of the product. Futures contracts are advantageous to traders and investors because they’re allowed to use very high percentages of leverage relative to other stock markets. To make it easier for you to pick the right agreement, we’ve provided the “Choose your Agreement” pages which lead you directly to the correct document kit.