Deemed Repayment Sample Clauses
A Deemed Repayment clause defines circumstances under which a payment is considered to have been made, even if no actual transfer of funds occurs. This typically applies in situations such as set-off, netting, or when obligations are discharged by other means, like converting debt to equity or offsetting mutual debts. The core function of this clause is to clarify when and how obligations are satisfied, thereby preventing disputes over whether a repayment has legally occurred and ensuring both parties have a clear understanding of their remaining liabilities.
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Deemed Repayment. For the purposes of this Article 4, any sale, exchange or other disposition (including, without limitation, an exchange to which Section 1031 or 1033 of the Code applies, any transfer that is subject to either Section 2(b)(5) or Section 2(b)(6), and any disposition, voluntary or involuntary, pursuant to a foreclosure proceeding, a deed in lieu of foreclosure or a bankruptcy proceeding) of either a property that is subject to an Existing Nonrecourse Debt or Replacement Debt or a direct or indirect interest in an entity that is the obligor with respect to Existing Nonrecourse Debt or Replacement Debt shall be considered a repayment of such Debt for purposes of Section 4(a); provided that the foregoing shall not apply with respect to any foreclosure, bankruptcy or involuntary transfer that satisfies the conditions set forth in Section 2(d).
Deemed Repayment. In respect of an Advance, if no repayment is made on the Repayment Date for that Advance then the Advance shall be deemed to have been repaid by a further Advance in the same amount which shall be deemed to have been drawn down on the Repayment Date for the original Advance. For the avoidance of doubt, this Clause only applies in respect of amounts due on Repayment Dates and not in respect of amounts due on the Termination Date.
Deemed Repayment. If:
(a) the Qoros Loan Agreements are (or deemed, pursuant to Clause 7 (Conversion)) repaid in full; and
(b) the Borrower has applied all amounts it has received from Qoros under the Qoros Loan Agreements in the prepayment of the Facilities in accordance with Clause 5.5 (Mandatory Prepayment – Qoros repayment), then:
(i) all outstanding Loans shall be deemed to be repaid in full;
(ii) the Facilities shall be terminated and cancelled in full;
(iii) all obligations and amounts owing by the Borrower under the Finance Documents shall be deemed satisfied and discharged in full other than the obligations pursuant to Clause 15 (Secondary Sale), which shall survive;
(iv) the obligations owing by the Borrower under the Assignment Agreement shall be released and discharged in full (and the Lender undertakes to the Borrower that it will execute and deliver any termination, release or other document, and take all other commercially reasonable actions, required by the Borrower to give effect to the release and discharge of the Assignment Agreement); and
(v) any Class B Interests issued to the Lender pursuant to the terms of this Agreement (including any rights attaching thereto) shall be cancelled in accordance with the LLC Agreement.
Deemed Repayment. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, any provisions regarding prepayment and application of payments), in the event that any amounts owing by the Borrower under this Agreement are “forgiven” (such amounts, the “Subject Amounts”) as contemplated by Section 5.16 of the Merger Agreement, any such Subject Amounts shall be deemed to be forgiven by SPG solely with respect to Term Loans held by it, and shall reduce the total amount of Term Loans then outstanding held by SPG. For the avoidance of doubt, any “forgiveness” of the Subject Amounts contemplated by Section 5.16 of the Merger Agreement and this Section 2.9(c) shall have no effect on any other Loans not so forgiven.
Deemed Repayment. Upon the conversion of the Outstandings into a Facility Convertible Note and the issue and delivery to the Lender of the Certificate in accordance with Clause 13.2 (Issuance of Certificate) above, the amount of outstanding Loans and interest so converted shall be deemed to be repaid or paid (as the case may be) in full.
Deemed Repayment. For each $50,000,000 of aggregate Equity Funding (as defined in the Framework Agreement) required for Qualifying Projects, as determined in accordance with the Framework Agreement, $5,000,000 of the principal amount of the Loan shall be deemed to have been repaid; provided that the Equity Funding for each such Project (as defined in the Framework Agreement) shall accrue as of (i) for Approved Projects (as defined in the Framework Agreement), the closing of the Acquisition (as defined in the Framework Agreement) of each such Approved Project, and (ii) for Eligible Projects (as defined in the Framework Agreement) with respect to which Brookfield has or is deemed to have delivered a Rejection Notice (as defined in the Framework Agreement) to the Guarantor, the delivery or deemed delivery by Brookfield of a Rejection Notice to the Guarantor with respect to each such Eligible Project. “Qualifying Project” means any Approved Project acquired by Brookfield or any Eligible Project with respect to which Brookfield has or is deemed to have delivered a Rejection Notice to the Guarantor while the Loan remains outstanding.