Debt Facilities Sample Clauses

Debt Facilities. Company has provided to OmniLit true, correct and complete copy of each of the Debt Facilities. As of the date hereof, to the knowledge of the Company, each of the Debt Facilities is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by the Company. Each of the Debt Facilities is a legal, valid and binding obligation of the Company and, to the knowledge of the Company, neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any of the Debt Facilities violates or will violate any Laws. As of the date hereof, Company does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any of the Debt Facilities not being satisfied, or the respective funds or credit made available to the Company pursuant to any of the Debt Facilities not being available, or remaining available (as the case may be) to the Company, on the Closing Date. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Company under any material term or condition of any of the Debt Facilities.

Debt Facilities. Terms acceptable to Buyer having been reached in respect of: (i) repayment of all debt owed to the Banks and the release of all of the Acquired Entities assets (including shares or other securities) charged, pledged or otherwise secured pursuant thereto; and (ii) the New £30m Bond.

Debt Facilities. Terms reasonably acceptable to ▇▇▇▇▇▇▇ having been reached in respect of the New £30m Bond.

Debt Facilities. The Buyer shall have received evidence that the Company has terminated the $3,500,000 revolving line of credit (the “Revolver”) that it maintains with Citizens Bank pursuant to the Loan and Security Agreement, dated as of March 6, 2002, by and between the Company and Citizens Bank of Massachusetts, as amended on October 28, 2004, March 1, 2005 and November 22, 2005 (the “Citizens Agreement”), and, if requested by the Buyer at least three (3) business days prior to the Closing, the Buyer shall have received evidence that the Company has terminated the entire debt facility maintained by the Company pursuant to the Citizens Agreement, including without limitation the Revolver and the $300,000 non-revolving standby letter of credit.

Debt Facilities. Seller Parties shall, and shall cause their respective applicable Subsidiaries to, deliver to Buyer at least two (2) Business Days prior to the Closing Date evidence, in form and substance reasonably acceptable to Buyer, that all guarantees in connection with the Parent Debt Facilities and all Liens (including, for the avoidance of doubt, liens on intellectual property) relating to the assets and properties of the Business securing the obligations under the Parent Debt Facilities shall be released and terminated upon the Closing (the “Required Lien Releases”).

Debt Facilities. (a) Seller shall use reasonable best efforts, and shall cause its applicable Subsidiaries to use reasonable best efforts, to deliver to Purchaser at least two (2) Business Days prior to the Closing Date evidence that all guarantees in connection with the Seller Debt Facilities and all Liens relating to the assets and properties of the Business securing the obligations under the Seller Debt Facilities shall be released and terminated upon the Closing. (b) If the Subject Indebtedness (as defined below) is not repaid in full prior to such time, Seller shall use reasonable best efforts, and shall cause its applicable Subsidiaries to use reasonable best efforts, to deliver to Purchaser at least two (2) Business Days prior to the Closing Date a copy of a payoff letter with respect to the South African Bridge Facility Agreement (the “Subject Indebtedness”) in customary form, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Subject Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount under such payoff letter, the Subject Indebtedness and all related loan documents shall be terminated and (iii) provide that all Liens and guarantees in connection with the Subject Indebtedness relating to the assets and properties of the Business securing the obligations under the Subject Indebtedness shall be released and terminated upon payment of the Payoff Amount on the Closing Date.

Debt Facilities. Sellers shall use reasonable best efforts to obtain and deliver to Buyer, on or prior to the Closing Date (with drafts delivered to Buyer no later than five (5) Business Days prior to the Closing Date), duly executed waivers and/or consents from the requisite parties under each of (i) the Credit Agreement, (ii) the W▇▇▇▇ Fargo Letter of Credit and (iii) the Lloyds Letter of Credit, in form and substance reasonably satisfactory to Buyer, waiving any material rights or remedies that may be triggered by the change of control resulting from the transactions contemplated by this Agreement and consenting to such transactions. Sellers shall use reasonable best efforts to deliver to Buyer on or prior to the Closing Date evidence that the requisite notice requirements under the Citibank Letter of Credit have been satisfied in connection with the change of control resulting from the transaction contemplated by this Agreement. All costs or expenses incurred in connection with this Section 5.17 (other than attorney’s fees and expenses incurred which shall be borne in accordance with Section 11.4) shall be borne by Buyer.

Debt Facilities. (a) On or about the date of this Agreement, the Operator has entered into a debt facilities agreement (the "Operator DFA") with the Debt Facilities Provider whereby the Debt Facilities Provider as lender will make available to the Operator as borrower the following facilities for onward lending to the Mine Owner for the purposes of Operations: (i) a US$5m term loan facility (the "CAPEX Facility"); (ii) a US$3m term loan facility (the "Additional CAPEX Facility"); and (iii) a US$800,000 term loan facility (the "OPEX Facility"), (together, the "Debt Facilities"). (b) On or about the date of this Agreement, the Mine Owner has entered into a debt facilities agreement (the "Mine Owner DFA") with the Operator whereby the Operator as lender will make available to the Mine Owner as borrower the Debt Facilities for the purposes of Operations.

Debt Facilities. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article X, the Company and Company Parent shall (or, where applicable, shall cause their applicable Affiliates to), at the sole expense of Purchaser, use reasonable best efforts to obtain, with respect to the Credit Agreements any consents or amendments thereunder (including authorization, execution and delivery thereof) that are necessary to waive any “change of control” and other “default” or “event of default” provisions thereunder which would arise due to the occurrence of the transactions contemplated hereby, which consents or amendments shall be on terms and conditions and in form and substance reasonably satisfactory to Purchaser with respect to fee payments the terms of any such “change of control” waiver, the terms of any such “default” or “event of default” waiver and related terms (it being understood that (i) such consents or amendments may, but need not, include any amendments to existing covenants or terms of the Credit Agreements separate and apart from those as may be necessary to waive any such “change of control” default or other default or event of default and (ii) need not be effective prior to the Closing Date) and the Company (to the extent of any liabilities or any obligations of the Company and its Subsidiaries and Affiliates prior to the Closing Date) (collectively, the “COC Amendments”); provided, that, notwithstanding the foregoing or any other provision set forth in this Agreement, the Company and its Subsidiaries shall use reasonable best efforts to ensure that the Credit Agreements and the Notes Indentures are not (i) terminated (other than in a customary refinancing transaction which complies with clause (ii)) or (ii) modified in a manner which would reasonably be expected to be materially adverse to Purchaser, in each case, without the prior written consent of Purchaser, which may be withheld, conditioned, or delayed for any reason (it being understood that, notwithstanding Article VII, (x) a repayment of any outstanding Indebtedness utilizing available cash and (y) a modification of the Credit Agreements or the Notes Indentures which is not materially adverse to Purchaser shall not require the consent of Purchaser). The Company shall not have any liability whatsoever to Purchaser or Merger Sub arising out of or relating to the failure to obtain any such COC Amendments...