Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow...
Delayed Draw Term Loan. During the Availability Period, but subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Obligors contained herein, each US Term Lender having a Delayed Draw Commitment severally and not jointly agrees to make its Delayed Draw Commitment Percentage of additional US Term Loans as requested by Borrowers (such term loans, the “Delayed Draw Term Loan”) in a single drawing during the Availability Period in an aggregate amount not to exceed the aggregate Delayed Draw Commitments. No US Term Lender shall have any obligation to make a Delayed Draw Term Loan in excess of the amount of such US Term Lender’s Delayed Draw Commitment. Amounts borrowed under this Section 2.1.7 and repaid may not be reborrowed. The Delayed Draw Term Loan shall be funded and repaid in Dollars. With respect to the Delayed Draw Term Loan, the US Borrower Agent shall provide Agent with an executed Notice of Borrowing at least ten (10) Business Days prior to the date that the Delayed Draw Term Loan is requested to be funded to the US Borrowers. The minimum amount of the requested Delayed Draw Term Loan shall be $1,000,000 and shall in no event be greater than the aggregate Delayed Draw Commitments. The Delayed Draw Term Loan shall not be funded unless the following terms and conditions are satisfied or waived:
Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to fund its Pro Rata Share of a term loan to the Borrower Representative on behalf of the Borrowers (the “Delayed – Draw Term Loan,” and together with the Initial Term Loan, the “Term Loans”) during the Delayed – Draw Term Loan Availability Period in an aggregate amount not to exceed such Term Loan Lender’s Delayed – Draw Term Loan Commitment; provided, that after giving effect to any Borrowing under the Delayed – Draw Term Loan, the outstanding amount of the Delayed – Draw Term Loan shall not exceed the total Delayed – Draw Term Loan Commitments. Amounts repaid or prepaid on the Delayed – Draw Term Loan may not be re-borrowed. The Delayed – Draw Term Loan may consist of Base Rate Loans or LIBOR Loans, as further provided herein. No more than eight (8) Delayed - Draw Term Loan Borrowings may be made during the Delayed - Draw Term Loan Availability Period. Each Borrowing of Delayed - Draw Term Loans shall be in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof and may include funding for one or more Permitted Acquisitions occurring on or prior to the date thereof.
Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make its portion of a term loan (the “Delayed Draw Term Loan”) to the Company in Dollars in a single advance during the Availability Period in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Amounts repaid on the Delayed Draw Term Loan may not be reborrowed. The Delayed Draw Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.
Delayed Draw Term Loan. (A) Unless terminated sooner pursuant to Section 2.05(a)(iii)(C), the Total Delayed Draw Term Loan Commitment shall terminate at 5:00 p.m. (New York City time) on the DDTL Commitment Expiration Date.
Delayed Draw Term Loan. (A) From the period commencing on the day immediately following the Closing Date through and including September 14, 2019 (the “Delayed Draw Term Loan Commitment Termination Date”), Borrowers may request from time to time that the Lender make a delayed draw term loan (each funding thereof, a “Delayed Draw Term Loan”) in an original principal amount not to exceed the then unfunded amount of the Lender’s Delayed Draw Term Loan Commitment. When repaid, the repaid portion of the Delayed Draw Term Loan shall not be re-borrowed.
Delayed Draw Term Loan. The Delayed Draw Term Loan Lenders severally, and not jointly, agree, ratably in accordance with their respective Delayed Draw Term Loan Commitments, and on the terms and conditions hereinafter set forth (including subject to the satisfaction (or waiver) of the conditions precedent set forth in ARTICLE V hereof), to make one or more Loans (collectively, the "Delayed Draw Term Loan") to the Borrowers during the period from the Effective Date until the Delayed Draw Term Loan Commitment Termination Date in an aggregate principal amount not to exceed $25,000,000.
Delayed Draw Term Loan. Each and every delayed draw term loan made by the Lenders to the Borrowers on a Drawdown Date pursuant to §3.2.
Delayed Draw Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Delayed Draw Term Loan Lender severally agrees to make available to the Company and the Subsidiary Borrowers (as directed by the Company)(through the Administrative Agent) on each Delayed Draw Funding Date, in accordance with Section 2.3(b) below, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment Percentage of a term loan in Dollars (the “Delayed Draw Term Loan”) in the aggregate principal amount after giving effect to all Delayed Draw Term Loan borrowings of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) (the “Delayed Draw Term Loan 104 Committed Amount”) for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided, however, that on the Effective Date and on the three (3) Business Days following the Effective Date, the Delayed Draw Term Loan may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Effective Date. LIBOR Rate Loans shall be made by each Delayed Draw Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on a Delayed Draw Term Loan borrowing may not be reborrowed.
Delayed Draw Term Loan. (A) The Total Delayed Draw Term Loan Commitment shall terminate on the Delayed Draw Term Loan Commitment Termination Date.
