Closing Date Advance. In the event that Borrower desires Lender to make an Advance on the Closing Date, then, in addition to all of the conditions precedent set forth in this Section 4, Borrower shall have complied with all of the requirements of Section 5 below at least five (5) Business Days prior to the Closing Date.
Closing Date Advance. On the Closing Date, Lender shall Advance Borrower an amount equal to $1,500,000 (the “Initial Advance”). The Initial Advance shall constitute a Loan hereunder and shall be deemed to utilize the Commitment by an amount equal to the Initial Advance.
Closing Date Advance. Subject to the terms and conditions set forth herein and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Term Loan A-1 Lender severally agrees to make a term loan (collectively, the “Term Loan A-1”) to the Borrower on the Closing Date in an aggregate principal amount not to exceed the amount of such Term Loan A-1 Xxxxxx’s Commitment; provided, however, that the amount of such Term Loan A-1 to be advanced on the Closing Date shall not exceed the difference of (A) the aggregate Term Loan A-1 Commitments minus (B) the Rollover Loan. The Borrower may not prepay under Section 2.03 and reborrow under this Section 2.
Closing Date Advance. On or prior to the Closing Date, the Borrowers shall have delivered to the Agent the following:
(a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of the Borrowers’ counsel, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Agent;
(b) certified copy of resolutions of each Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents;
(c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower;
(d) a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which such Borrower does business and where the failure to be qualified would have a Material Adverse Effect;
(e) payment of the Facility Charge and reimbursement of the Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the Closing Date Term Loan Advance; and
(f) such other documents as the Agent may reasonably request.
Closing Date Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the following:
(a) executed copies of the Loan Documents (including the Warrant; provided that an original of the Warrant shall be delivered to Agent within three (3) Business Days of the Closing Date), Account Control Agreements with respect to each of Borrower’s Deposit Accounts and securities accounts as of the Closing Date (subject to Section 7.22(a) and other than Excluded Accounts), all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent;
(b) a legal opinion of Xxxxxxxx’s counsel, in form and substance reasonably acceptable to Agent;
(c) certified copy of resolutions of Xxxxxxxx’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;
(d) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;
(e) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it is qualified to do business and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
(f) payment of the Initial Facility Charge and reimbursement of Agent’s and Xxxxxx’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the Tranche 1 Advance;
(g) all certificates of insurance and copies of each insurance policy required pursuant to Section 6.1 and 6.2 hereof;
(h) payment in full of the Existing Term Loan and all other Secured Obligations (as defined in the Existing Loan Agreement) in respect of the Existing Loan Agreement and the other Existing Loan Documents (other than, for the avoidance of doubt, the Existing End of Term Charge), which amounts may be deducted from the Tranche 1 Advance;
(i) such other documents as Agent may reasonably request.
Closing Date Advance. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, upon Agent’s receipt of a written request from the Borrower for the Closing Date Advance in accordance with Section 2.3(a)(i) hereof (the “Closing Date Advance Request”), each Lender severally and not jointly agrees to make, on the Effective Date, its portion of the Closing Date Advance to the Borrower in an amount equal to such Lender’s Closing Date Advance Commitment, as set forth on Schedule 2.1 attached hereto. Each Lender’s Closing Date Advance Commitment shall terminate immediately upon such Lender funding its portion of the Closing Date Advance. Immediately after giving effect to the making of the Closing Date Advance, the aggregate principal amount of all Obligations outstanding hereunder, shall equal Twenty Three Million Four Hundred and Eleven Thousand Three Hundred Sixty-Eight Dollars and Sixty-Seven cents ($23,411,368.67). No Lender shall be required to fund more than its Closing Date Advance Commitment (as a result of another Lender refusing to fund its Closing Date Advance Commitment or otherwise).
Closing Date Advance. If requested by Borrower, Lender shall make an Advance on the Closing Date in an aggregate principal amount equal to the product of (i) $6.75, (ii) 90% and (iii) the aggregate Defaulted VOPs represented by, evidencing or securing the Defaulted Receivables purchased by Borrower on the Closing Date pursuant to the Repurchase Agreement.
Closing Date Advance. The obligation of Lender to fund the Advance to be made on the date hereof (the “Closing Date”) is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions:
(a) each of the Odyssey Parties shall have performed and complied in all material respects with all of the covenants, agreements, obligations, and conditions required by this Agreement;
(b) Borrower shall have delivered to Lender the Note, executed by Borrower, in form and substance satisfactory to Lender; and
(c) Lender shall have received such other approvals and documents as Lender may reasonably request.
Closing Date Advance. On the Closing Date, upon satisfaction of the applicable conditions to advance described in Schedule 2.1, Lenders shall advance to Borrower, in a single advance, a portion of the Loan in the principal amount of $105,000,000.00.
Closing Date Advance. On the Closing Date, the Lender shall -------------------- fund the Closing Date Advance.
