Additional Advances Each Lender will, on each of April 15, 2017, May 15, 2017 and June 15, 2017 (each, together with the Closing Date, shall be deemed to be an “Installment Date”), deliver the amount of such Lender’s Pro Rata Share of Two Million Dollars ($2,000,000) (each such advance, together with the advances delivered on the Closing Date, an “Advance”), by check payable to the Company or by wire transfer to a bank account designated by the Company, provided that each Lender’s obligation to fund each Advance is subject to the Lender’s receipt from the Company of a written notice (the “Funding Notice”), substantially in the form attached hereto as Exhibit E, of the Company’s election to borrow such Advance at least five (5) Business Days prior to the date of such Advance (it being understood that neither Lender shall have an obligation to make the Advance to which such notice relates if the Company has failed to timely provide such Funding Notice to such Lender, unless waived by such Lender. In addition, no Lender shall be required make an Advance to the Company (i) on an Installment Date occurring after April 30, 2017 if the Company has not completed its first Public Offering on or prior to Xxxxx 00, 0000, (xx) if either Xxxx Xxxxxxxxx or Xxxx Xxxxxxxxx no longer serves as an executive officer the Company as of the applicable Installment Date, or (iii) if an Event of Default has occurred and is continuing, provided that notwithstanding clauses (i) through (iii) above, each Lender may, in its sole discretion, elect to make such Advance to the Company upon receipt of the Funding Notice (to the extent not otherwise waived) as set forth above. If any Lender fails to make an Advance (pursuant to a Funding Notice validly given by the Company hereunder) on an Installment Date (a “Defaulting Lender”) occurring on (a) April 15, 2017 as required pursuant to this Section 1.4, such Defaulting Lender shall not be entitled to receive any Installment Shares or Warrants to which it would otherwise be entitled to on such Installment Date pursuant to Sections 2.1 and 2.2, and seventy-five percent (75%) of the Upfront Shares issued to Lender shall be cancelled and forfeited automatically, without any action required on the part of the Defaulting Lender, or (b) May 15, 2017 or June 15, 2017 as required pursuant to this Section 1.4, such Defaulting Lender shall not be entitled to receive any Installment Shares or Warrants to which it would otherwise be entitled to on such Installment Date pursuant to Sections 2.1 and 2.
Disbursement of Advance Proceeds All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers' Account on Agent's books. During the Term, Borrowers may use the Revolving Advances by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof. The proceeds of each Revolving Advance requested by Borrowers or deemed to have been requested by Borrowers under Section 2.2(a) hereof shall, with respect to requested Revolving Advances to the extent Lenders make such Revolving Advances, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower's operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, with respect to Revolving Advances deemed to have been requested by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request.
Termination; Advance Payments Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.
Initial Advance Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):
(a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;
(b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;
(c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;
(d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;
(e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;
(f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;
(g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;
(h) a Consent Letter from each Incumbent Lender;
(i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and
(j) such other documents as Lender may reasonably request.
Additional Advances and Disbursements; Costs of Enforcement If any Event of Default exists, Mortgagee and each of the Lenders shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor in accordance with the Credit Agreement. All sums advanced and expenses incurred at any time by Mortgagee or any Lender under this Section, or otherwise under this Mortgage or any of the other Credit Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred if not repaid within five (5) days after demand therefor, to and including the date of reimbursement, computed at the rate or rates at which interest is then computed on the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Mortgage. Mortgagor shall pay all expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Mortgage and the other Credit Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Mortgage and the other Credit Documents, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee or the Lenders in respect thereof, by litigation or otherwise.
ADDITION, DELETION OR MODIFICATION OF FUNDS The Parties hereto may agree, from time to time, to add other Funds to provide additional funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF, or its Shares herein shall include a reference to any such additional Fund. Schedule A, as amended from time to time, is incorporated herein by reference and is a part hereof.
Additional Conditions to Revolving Loans If a Revolving Loan is requested, all conditions set forth in Section 2.1 shall have been satisfied.
PAYMENT OF LOAN FEE Borrower shall pay to Lender a fee in the amount of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) (the "Loan Fee") plus all out-of-pocket expenses.
Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:
Advance Payments The Employer agrees to issue advance payments of estimated net salary for vacation periods of two (2) or more complete weeks, providing a written request for such advance payment is received from the employee at least six (6) weeks prior to the last pay before the employee’s vacation period commences, and providing the employee has been authorized to proceed on vacation leave for the period concerned. Pay in advance of going on vacation shall be made prior to departure. Any overpayment in respect of such pay advances shall be an immediate first charge against any subsequent pay entitlement and shall be recovered in full prior to any further payment of salary.
