Exceptions to Prepayment Prohibitions Sample Clauses

Exceptions to Prepayment Prohibitions. Notwithstanding anything in Section 2.8(a) to the contrary, the following shall not be prepayments prohibited pursuant to Section 2.8(a) or require the payment of the Prepayment Premium: (i) principal payments scheduled under the Note including those payments required pursuant to Section 2.7; (ii) prepayments of the Loan resulting from prepayments of the Collateral by Purchasers which have not been solicited by Borrower in breach of the terms and conditions of Section 6.2(e); or (iii) prepayments resulting from the acceleration of the Loan under the Loan Documents. Any such prepayment shall not relieve Borrower of its obligation to make all regularly scheduled payments due under the Loan Documents.
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Exceptions to Prepayment Prohibitions. Notwithstanding anything in paragraph 5.3(a) to the contrary, the following shall not be prepayments prohibited pursuant to paragraph 5.3(a) or to require the payment of any Prepayment Premium: (i) principal payments scheduled under the Notes [including, without limitation, those payments required pursuant to paragraphs 5.2(a) and (unless due to an intentional misrepresentation or breach of warranty concerning the Receivables Collateral qualifying as Eligible Instruments) 5.2 (b)]; (ii) repayments of the Development Note made with proceeds of Receivables Loan Advances; and (iii) prepayments of the Receivables Loan resulting from prepayments of the Receivables Collateral by Purchasers which have not been solicited by Borrower in breach of its Obligations under this Agreement.
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Exceptions to Prepayment Prohibitions. Notwithstanding anything in paragraph 2.8(a) or 2.8(c) to the contrary, the following shall not be prepayments prohibited pursuant to paragraph 2.8(a) or require the payment of the Receivables Loan Prepayment Premium or the Inventory Loan Prepayment Premium: (i) principal payments scheduled under the Receivables Loan Note and the Inventory Loan Note, including, without limitation, those payments required pursuant to paragraphs 2.7 and 3.2 unless due to an intentional misrepresentation or breach of warranty by Borrower or Guarantor concerning the Receivables Collateral qualifying as Eligible Instruments; (ii) prepayments of the Receivables Loan resulting from prepayments of the Receivables Collateral by Purchasers which have not been solicited by Borrower in breach of the terms and conditions of paragraph 6.2(e), (iii) prepayments of the Inventory Loan through the application of Interval Sales Payments, or (iv) prepayments required pursuant to paragraph 2.1(c).
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Exceptions to Prepayment Prohibitions. Notwithstanding anything ------------------------------------- in paragraph 5.3 (a) to the contrary, principal payments required pursuant to paragraph 5.2 shall not be deemed to be prepayments prohibited pursuant to paragraph 5.3(a) and such principal payments shall not be taken into account when determining compliance with the provisions of Section 5.3(a).
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Exceptions to Prepayment Prohibitions. Notwithstanding anything in paragraph 2.8(a) to the contrary, the following shall not be prepayments prohibited pursuant to paragraph 2.8(a) or require the payment of the Construction Loan Prepayment Premium, the Receivables Loan Prepayment Premium or the Working Capital Loan Prepayment Premium: (i) principal payments scheduled under the Receivables Loan Note, including, without limitation, those payments required pursuant to paragraphs 2.7 and 3.2 unless due to an intentional misrepresentation or breach of warranty by Borrower concerning the Receivables Collateral qualifying as Eligible Instruments; (ii) prepayments of the Receivables Loan resulting from prepayments of the Receivables Collateral by Purchasers which have not been solicited by Borrower in breach of the terms and conditions of paragraph 6.2(e), (iii) prepayments of the Working Capital Loan through the application of Working Capital Loan Mandatory Payments, (iv) principal payments due under the Working Capital Loan Note required pursuant to paragraphs 2.7 and 3.2 unless due to an intentional misrepresentation or breach of warranty by Borrower concerning the Working Capital Loan Collateral qualifying as a Working Capital Loan Eligible Instrument; (v) prepayment of the Construction Loan through the application of Construction Loan Release Payments, or (vi) prepayments required pursuant to paragraph 2.1(d).
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Exceptions to Prepayment Prohibitions. Notwithstanding anything in paragraph 2.9(a) to the contrary, principal payments scheduled under the Note and Partial Release Fees shall not be prepayments prohibited pursuant to such paragraph or require the payment of a Prepayment Premium:
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Exceptions to Prepayment Prohibitions. Notwithstanding anything in Section 2.11(a) to the contrary, the following shall not be prepayments prohibited pursuant to Section 2.11(a) or require the payment of any prepayment premium: (i) principal payments scheduled under the Note including, without limitation, those payments required pursuant Section 2.10 unless due to an intentional misrepresentation or breach of warranty concerning the Collateral qualifying as Eligible Instruments, (ii) prepayments of the Loan resulting from prepayments of the Collateral or (iii) partial prepayments that are in excess of $15,000,000, provided that such partial prepayments may not occur more frequently than twice during a calendar year.
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Related to Exceptions to Prepayment Prohibitions

  • CONDITIONS TO ALL BORROWINGS The obligations of the Lenders to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of the Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

  • Conditions to All Loans The obligation of each Lender to make its Loans on each Funding Date are subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

  • Additional Conditions to Revolving Loans If a Revolving Loan is requested, all conditions set forth in Section 2.1 shall have been satisfied.

  • Indemnities regarding borrowing and repayment of Loan The Borrower shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all expenses, liabilities and losses which are incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with: (a) an Advance not being borrowed on the date specified in the Drawdown Notice for that Advance for any reason other than a default by the Lender claiming the indemnity; (b) the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period; (c) any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7); (d) the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19; and in respect of any tax (other than tax on its overall net income) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

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