Company Loans. Upon the closing of a transaction approved by the Company's Board of Directors involving a Change in Control or a Significant Event, all amounts outstanding with respect to the Loans made by Company to Executive and listed on Schedule A hereto, shall be forgiven on a pro rata basis over a four (4) year period commencing on the Executive's original date of employment by the Company (including any accrued and unpaid interest).
Company Loans. The Company may obtain, in the sole and absolute discretion of the Manager, loans to acquire or refinance the Project.
Company Loans. Any Manager, Member or an Affiliate (at the request of the Managers) may, but will have no obligation to, make loans to the Company in the sole discretion of the Managers. All of the terms and conditions of such loan shall be approved by the Managers in their sole discretion.
Company Loans. (a) Each loan agreement, note or borrowing arrangement, including portions of outstanding lines of credit, loan commitments and any other contingent exposures (such as letters of credit), on Company’s or any of its Subsidiaries’ books and records (collectively, the “Company Loans”), (i) was made and has been serviced in accordance with Company’s or any of its Subsidiaries’ lending standards in the ordinary course of business in all material respects; (ii) is evidenced by appropriate and sufficient documentation; (iii) to the extent underwritten as secured, has been secured by valid Liens which have been perfected and provide Company Bank with its anticipated priority as a secured lender; and (iv) constitutes, to the Knowledge of Company, the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms in all material respects (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect. Company and each of its Subsidiaries have previously made available to GWBI complete and correct copies of their respective lending policies. The loan agreements and lending policies of Company and its Subsidiaries are in compliance in all material respects with all applicable Laws. Each Company Loan has been solicited and originated, and is currently serviced, in accordance in all material respects with all applicable Laws.
(b) Section 3.17(b) of the Company Letter discloses as of September 30, 2015: (i) any Company Loan under the terms of which the obligor is more than 30 days delinquent in payment of principal or interest, or to the knowledge of Company, in default of any other provision thereof (each a “Delinquent Loan”); (ii) each Company Loan which has been classified as “other loans specially mentioned,” “classified,” “criticized,” “substandard,” “doubtful,” “credit risk assets,” “watch list assets” or “loss” (or words of similar import) by Company, any of its Subsidiaries or Governmental Entity (the “Classified Loans”); (iii) a listing of the real estate owned, acquired by foreclosure or by deed-in-lieu thereof or in the process of being so acquired, including the book value thereof (the “OREO”); (iv) each item of personal property acquired from Company Loan customers; and (v) each Company Loan with any Related ...
Company Loans. (a) If any Member does not fund a Requested Capital Contribution in accordance with Section 3.2 (the “Non-Contributing Member”), then each other Member (each a “Contributing Member”), provided it has funded its Requested Capital Contribution, may elect to lend any amount up to the entire amount of the Non-Contributing Member’s Requested Capital Contribution (the “Failed Contribution Amount”) to the Company (a “Company Loan”) with recourse solely to the Company and its assets. Any Company Loan shall be expressly subordinated to any senior credit facility of the Company to the extent required by such senior credit facility, and the Company shall bear all costs and expenses related thereto and to the negotiation and documentation thereof, including the fees and expenses of the counsel and accountants of the Member making such Company Loan. Except as provided in Section 3.3(b), any Company Loan shall not be treated as a Capital Contribution by the Member making such Company Loan and shall not increase the Capital Account of such Member or result in any adjustment to the Sharing Percentage of any Member. The Company Loan shall bear interest at a rate of one percent (1%) per annum. Principal payments on Company Loans repaid by the Company shall be made on a “last in, first out basis” such that the most recent Company Loans are repaid first. Company Loans shall be repaid as quickly as practicable taking into account any restrictions under any then-existing senior credit facility. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
(b) In the event that a Contributing Member elects to make a Company Loan, and such Company Loan remains outstanding, in whole or in part, ninety (90) days after the date such Company Loan is made or deemed made, then the entire outstanding amount of such Company Loan shall automatically convert into a Capital Contribution (thereby increasing such Member’s Capital Account), and the Sharing Percentages of the Members shall be adjusted accordingly. At any time prior to ninety (90) days after the date a Company Loan is made in connection with the failure to make a Requested Capital Contribution, the Non-Contributing Member may make a Capital Contribution to the Company in an amount equal to its Failed Contribution Amount, and, in such event, the Capital Contribution made ...
Company Loans. Any Member or an Affiliate (at the request of the Members) may, but will have no obligation to, make loans to the Company. All of the terms and conditions of such loan shall be approved by the Members.
Company Loans. The Company may from time to time advance funds to the Partnership for any proper Partnership purpose as a loan ("Funding Loan"), provided that the funds for any such Funding Loans must first be obtained by the Company from a third party lender, and then all of such funds must be loaned by the Company to the Partnership on the same terms and conditions, including principal amount, interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with such loan with such third party lender. Except for Funding Loans, the Company shall not incur any indebtedness for borrowed funds; provided, however, that upon a majority vote of the Independent Directors, any loan proceeds received by the Company may be distributed to its shareholders or other equity holders if such loan and distribution have been approved and determined by a majority of the Independent Directors to be necessary to enable the Company to maintain its status as a REIT under Sections 856-860 of the
Company Loans. In the event that Vento and Xxxxxxxx are permitted to purchase shares of the Company's capital stock owned by Xxxxxxx Xxxxxxx and/or X.X. Xxxxxx pursuant to the employment agreements by and between the Company and such Persons, then upon the request of Vento and/or Xxxxxxxx, the Company shall lend Vento and Xxxxxxxx such amounts as needed in order to fund such purchases, upon such terms as the parties may agree to, which terms shall include that any such loan shall be non-recourse to the borrower, and Schedule I hereto shall be amended to reflect such purchase. Such shares shall be subject to purchase by the Company if this Agreement is terminated for any reason at a price per share equal to the fair market price of the Company's Class A Common Stock.
Company Loans. Schedule 2.20 sets forth a true, correct and complete list of each Company Loan as of January 1, 2019, the outstanding principal balance thereunder, the name of the Obligor and the final maturity date of such Company Loan.
Company Loans. The Company shall have no authority to borrow money or incur indebtedness on behalf of the Company (other than normal trade accounts payable, lease obligations in the ordinary course of business, or loans from Xxxxxxxxxx Lending Group, LLC) or grant consensual liens on the Company's property; provided, however, that the Manager is hereby authorized to execute a promissory note, the Mortgage and all other documents associated with the Loans (collectively, the "Loan Documents") but may not incur any other indebtedness except as expressly permitted by this item.
