Deemed Prepayments Sample Clauses

Deemed Prepayments. (a) Pursuant to Section 3.4(e) of the Purchase Agreement, if the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of this Note. (b) Pursuant to Section 8.5(c) of the Purchase Agreement, if the Maker elects to offset the amount of any indemnifiable Losses under the Purchase Agreement against the outstanding principal amount of this Note, the amount of such offset shall be deemed to be a prepayment of the outstanding principal amount of this Note.
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Deemed Prepayments. The proceeds of payments made to the Collateral Agent by the Completion Guarantor under a Completion Bond for a Motion Picture which has been abandoned, and any proceeds from insurance policies related to such Motion Picture provided in accordance with Section 7(a)(vii) of the Master Agreement, in each case to the extent not paid to the Completion Guarantor, shall be deemed to be prepayments hereunder, and shall be applied in the following order of priority (1) first to the Insurer, an amount equal to any interest paid by such Insurer to the Class A Lenders with respect to Class A Advances which are Film-Related Advances with respect to such abandoned Motion Picture, (2) second to the Class A Lenders, an amount equal to the accrued and unpaid interest with respect to outstanding Class A Advances which are Film-Related Advances with respect to such abandoned Motion Picture, (3) third to the Class B Lenders, an amount equal to the accrued and unpaid interest with respect to outstanding Class B Advances which are Film-Related Advances with respect to such abandoned Motion Picture, (4) fourth: (i) with respect to proceeds of payments made to the Collateral Agent by the Completion Guarantor under a Completion Bond for such abandoned Motion Picture to the Class A Lenders, an amount equal to the outstanding Class A Advances which are Film-Related Advances; and (ii) with respect to any proceeds from insurance policies provided in accordance with Section 7(a)(vii) of the Master Agreement (which, for the avoidance of doubt, excludes the Insurance Policy) with respect to such abandoned Motion Picture to MEI and to the Class A Lenders in proportion to the relative amounts that each has advanced with respect to such abandoned Motion Picture as of the date of the insurance payment, (5) fifth to the Lenders or Insurer, as applicable, any accrued and unpaid charges included in the scope of the definition of “Maximum Charge” (as defined in the applicable Completion Bond), and (6) sixth to the Borrower Blocked Account any remaining amounts.”
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Deemed Prepayments. The following prepayments will be deemed to occur without premium, penalty or break funding costs: (i) if the “Minimum Capacity Requirement” is not satisfied within the “Performance Testing Period” under and in accordance with Section 17.2.3 of the EPC Contract, then the Advance Amount, together with accrued interest thereon and all other amounts under this Agreement and the other Financing Documents, shall immediately be deemed to be repaid in full without the requirement of any further action by the Company and Ormat shall comply with its obligations set forth in Section 8.16 of this Agreement and the corresponding provisions of the other Financing Documents to release the Liens of the Security Documents, the EPC Contract and otherwise terminate the obligations of the Company under the Financing Documents and the other Transaction Documents to which Ormat (or any Related Party thereof) is a party; (ii) if the Company posts Substitute Owner Payment Security as contemplated by Section 8.4(c) of the EPC Contract, then without affecting Ormat’s rights with regard to the amounts owed to Ormat under the EPC Contract (as opposed to this Agreement) and its rights with regard to Substitute Owner Payment Security as provided in the EPC Contract, the Advance Amount, together with accrued interest thereon and all other amounts under this Agreement and the other Financing Documents, shall immediately be deemed to be repaid in full without the requirement of any further action by the Company and Ormat shall comply with its obligations set forth in Section 8.16 of this Agreement and the corresponding provisions of the other Financing Documents to release the Liens of the Security Documents, the EPC Contract and otherwise terminate the obligations of the Company under the Financing Documents and the other Transaction Documents to which Ormat (or any Related Party thereof) is a party; (iii) if (a) Ormat draws on the Supplemental Owner Payment Security as contemplated by Section 3.14 or Section 9.1.2 of the EPC Contract, the Advance Amount immediately shall be deemed to be prepaid by the amount of such draw without the requirement of any further action by the Company or (b) the Company makes (or causes to be made) the payment described in Section 3.12(b) of the EPC Contract, the Advance Amount immediately shall be deemed to be prepaid by the amount of such payment without the requirement of any further action by the Company; (iv) if Ormat is obligated to set off or sets o...
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Deemed Prepayments. To the extent that Sunlight Financial Holdings Inc. pays, directly or indirectly, in excess of [TEXT REDACTED] in connection with the indemnification of or advancement of expenses (including attorney’s fees) to its current or former directors and officers pursuant to its organizational documents and any indemnification agreements or arrangements entered into on or prior to the date of this Agreement and to the extent constituting claims covered under its 2022 directors and officers liability insurance policy (such excess, the “Excess Litigation Cost Expense”), for a period not exceeding three (3) years from the Effective Date and only to the extent the Convertible Notes have been fully redeemed pursuant to the Convertible Note Documents, the Bank shall deem the Term Loan prepaid in an amount equal to any such Excess Litigation Cost Expense on a dollar-for-dollar basis, retroactively as of the first day of such month in which it was incurred; provided that any such deemed prepayment amount shall be applied first to any accrued but unpaid or not yet capitalized interest and remaining amortization payments in order of maturity. Borrower shall deliver invoices evidencing such payments prior to the tenth (10th) Business Day of each month commencing with the first full month after December 31, 2023.
Sample 1
Deemed Prepayments. Upon receipt by the Lender of any Excess Cash (as defined in the indenture governing the TEC Notes, as in effect on the Transaction Closing Date), including upon any prepayment of the TransTexas Intercompany Loan, the Lender shall be obligated to use commercially reasonable efforts to apply, within 90 days after such receipt, an amount equal to such prepayment to purchase TEC Notes in whatever established market then exists therefor or in privately negotiated transactions, at prices less than 100% of the principal amount of the TEC Senior Notes purchased or 100% of the accreted value of the TEC Discount Notes purchased, as the case may be, in each case before adding accrued but unpaid interest. Upon any repurchase or retirement of TEC Notes by the Lender, or purchase of TEC Notes by any Subsidiary of the Lender other than the Borrower or TransTexas, or surrender of TEC Notes by or on behalf of the Borrower or by TransTexas in payment of their respective obligations to the Lender, the principal amount of the Loan shall automatically be reduced by an amount equal to the quotient of (i) the difference between (x) the TARC Contribution immediately prior to such adjustment and (y) the Needed TARC Contribution on the date of such repurchase, retirement or surrender divided by (ii) the product of (x) the annual interest rate of the Loan multiplied by (y) the years to maturity of the Loan from the later of such date and June 15, 1999.
Sample 1

Related to Deemed Prepayments

  • Repayments and Prepayments The Borrower shall repay the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, as set forth on Schedule II hereto. In addition, the Borrower (a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that (i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative Agent; and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and (b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.

  • Payments and Prepayments 1.1 Payments and prepayments of principal and interest on this Note shall be made to Payee at 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxx, X.X. 10604. 1.2 Payments and prepayments of principal and interest on this Note shall be made in lawful money of the United States of America. 1.3 If any payment on this Note becomes due and payable on a Saturday, Sunday or other day an which commercial banks in New York City are authorized or required by law to close, the maturity thereof shall be extended to the next succeeding business day, and, with respect to payments of principal, interest thereon shall be payable during such extension at the then applicable rate. 1.4 The Company shall be obligated to prepay the outstanding principal amount of this Note within ten (10) days after such time as (i) the Company receives net proceeds of at least $1,000,000 from an equity financing, or (ii) the Company sells substantially all its assets. The Company shall have the right at any time and from time to time to prepay this Note in whole or in part, together with interest on the amount prepaid to the date of prepayment, without penalty or premium. Upon payment of part of the principal amount of this Note, the Company may require the holder to present this Note for notation of such payment and, if this Note is paid in full, require the holder to surrender this Note. 1.5 Upon payrnent in full of all outstanding principal and interest due under this Note, the Company's obligations in respect of payment of this Note shall terminate and the holder shall return it to the Company.

  • Repayment and Prepayment (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire outstanding amount of the Loan on the Final Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

  • All Prepayments Except as this Agreement may specifically provide otherwise, all prepayments of the Term Loan shall be applied by Agent to the Obligations in inverse order of maturity. The monthly payments required under Schedule 2.1 shall continue in the same amount (for so long as the Term Loan and/or (if applicable) any advance thereunder shall remain outstanding) notwithstanding any partial prepayment, whether mandatory or optional, of the Term Loan. Notwithstanding anything to the contrary contained in the foregoing, in the event that there have been multiple advances under the Term Loan each of which such advances has a separate amortization schedule of principal payments under Schedule 2.1 attached hereto, each prepayment of the Term Loan shall be applied by Agent to reduce and prepay the principal balance of the earliest-made advance then outstanding in the inverse order of maturity of the scheduled payments with respect to such advance until such earliest-made advance is paid in full (and to the extent the total amount of any such partial prepayment shall exceed the outstanding principal balance of such earliest-made advance, the remainder of such prepayment shall be applied successively to the remaining advances under the Term Loan in the direct order of the respective advance dates in the manner provided for in this sentence).

  • Required Prepayments 15 Section 8.2. Optional Prepayments with Make-Whole Amount....................................16 Section 8.3.

  • Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(d).

  • Cumulative Prepayments Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection of this Section 2.05 are in addition to payments made or required to be made under any other subsection of this Section 2.05.

  • Optional Prepayments of Loans The Borrower may prepay Loans, (i) upon at least two Business Days’ notice, in the case of Eurodollar Rate Revolving Loans, and (ii) upon notice not later than 12:00 noon (New York City Time) on the date of prepayment, in the case of Base Rate Revolving Loans, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, without penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

  • Permitted Prepayment Borrower shall have the option to prepay all, but not less than all, of the Term Loan Advances, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan Advances at least ten (10) days prior to such prepayment, and (ii) pays, on the date of such prepayment (A) the outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (B) the Final Payment, (C) the Prepayment Fee, and (D) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts.

  • Prepayment of Loans (a) The Borrower shall have the right at any time and from time to time up to 3:00 p.m., New York City time on any Business Day to prepay any Loan in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that interest will accrue on such amount being prepaid until the next business day if such payment is received after 3:00 p.m., New York City time. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan or an Uncommitted Swingline Loan, the Swingline Lenders or the applicable Uncommitted Swingline Lenders, as the case may be) by telephone (confirmed by electronic communication or facsimile) of any prepayment hereunder not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

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