Closing Date Loans. All Loans made on the Closing Date (other than Swing Line Loans) shall be made as Base Rate Loans, unless otherwise approved by Administrative Agent.
Closing Date Loans. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make a term loan (each a "Closing Date Loan" and collectively, the "Closing Date Loans") to the Company on the Closing Date, in the principal amount of its Closing Date Commitment.
Closing Date Loans. The obligations of the Lenders to make the Loans on the Closing Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Article.
Closing Date Loans. All Loans made on the Closing Date (other than Swingline Loans) shall be made as LIR Loans.
Closing Date Loans. As of the Closing Date and as contemplated by Section 6.2(f) of the Purchase Agreement, SMLP Holdings agrees to make a loan to the Borrower in an aggregate principal amount equal to $6,791,369.40.
Closing Date Loans. As of the Closing Date and as contemplated by Section 6.2(e) of the Purchase Agreement, NewCo agrees to make a loan to the Borrower in an aggregate principal amount equal to $28,208,630.60.
Closing Date Loans. Upon fulfillment of the applicable conditions set forth in Article III, Durus shall make the Closing Date Loan available to the Company as follows: (i) $5,080,548 shall be applied to roll over (and amend and restate) the Bridge Loan and all accrued and unpaid interest thereon as of the Closing Date, without novation, into a Closing Date Loan made by Durus (the "Five Million Closing Date Loan"), (ii) $9,325,000 of the outstanding principal amount of the notes held by Durus pursuant to the Subordinated Note Purchase Agreement shall be surrendered to the Company and cancelled in exchange for $9,325,000 principal amount of Closing Date Loan (the "$9.3 Million Closing Date Loan"), and (iii) $1,453,000 in immediately available funds, or other funds as shall separately be agreed upon by Durus (the "Cash Closing Date Loan"), which Cash Closing Date Loan shall be made available to the Company by Durus, on behalf of the Company, (x) making payment by wire transfer of immediately available funds directly to such third parties on account of fees and expenses payable by the Company pursuant to Section 3.02(d) of this Agreement and Sections 6.1.12.3 and 6.2.8.3 of the Securities Purchase Agreement, and (y) making a disbursement to Durus in reimbursement of such fees and expenses previously paid by Durus, and (z) in each case, as specified in, and in the amounts and in accordance with the instructions set forth in, a funds flow memorandum dated the date hereof.
Closing Date Loans. (a) On the Closing Date, (i) the Seller shall sell, transfer, assign, grant and convey without recourse, except as otherwise provided herein, to Purchaser, and Purchaser shall purchase from Seller on terms no less favorable to Purchaser than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, a 100% undivided participation interest in Seller’s interests in the Closing Date Loans and the Collateral relating thereto (collectively, the “Participation”), the legal title to which is held by the Seller, and (ii) the Purchaser hereby acquires the Participation and assumes and agrees to perform and comply with all assumed obligations of the Seller with respect to each Closing Date Loan. Other than for tax and accounting purposes, the parties hereby agree to treat the transfer of the Participation by Seller to Purchaser as a sale and purchase on all of their respective relevant books and records.
(b) The Seller and the Purchaser hereby acknowledge and agree that (i) the sale, transfer, assignment, grant and conveyance of the Participation is being effectuated pursuant to this Agreement instead of an assignment of Seller’s legal interest in and title (which such legal interest and title will not be effective until the individual assignments become effective) to the Closing Date Loans and the Collateral related thereto because the conditions precedent under the Required Loan Documents to the transfer, assignment and conveyance of Seller’s legal interest in and title to the Closing Date Loans and the Collateral related thereto may not be fully satisfied as of the Closing Date and (ii) the sale, transfer, grant and conveyance of the Participation hereunder shall have the consequence that the Seller does not have an equitable interest in the Closing Date Loans and the Collateral related thereto and Purchaser holds 100% of the equitable interest in the Closing Date Loans and the Collateral relating thereto. At no additional cost to Purchaser, the Seller will prepare individual assignments consistent with the requirements of the Required Loan Documents and provide them to any Persons required under the Required Loan Documents, which assignments will become effective in accordance with the Required Loan Documents upon obtaining certain consents thereto or upon the passage of time or both. The Seller and the Purchaser agree to use their commercially reasonable efforts to cause such assignments to become effective prior to the end...
Closing Date Loans. On the Closing Date, and subject to the conditions set forth in Section 3.1(A) through Section 3.1(D) hereof, each Lender shall advance to Borrowers a Loan in an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000), subject to the deduction for legal fees and expenses paid by Borrowers directly to Xxxxxxx Xxxxx LLP as permitted pursuant to Section 8.16.
Closing Date Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make, on the Closing Date, a Loan to the Borrowers (each such Loan, a “Closing Date Loan”) in an aggregate amount not to exceed such Lender’s Commitment. The Commitments shall terminate automatically immediately after the making of the Closing Date Loans on the Closing Date. All Loans and all other Obligations in respect thereof shall be paid in full not later than the Maturity Date. Proceeds of the Loans shall be used solely as permitted herein.
