Funding of Purchases Sample Clauses

Funding of Purchases. On each Purchase Date, each Purchaser shall, upon satisfaction of the applicable conditions set forth in Article V, fund such Purchase by making the full amount of its Pro Rata Share of such Purchase available to Administrator at Administrator’s Office in immediately available funds, and after receipt by Administrator of such funds, Administrator will make such funds immediately available to Seller at such office.
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Funding of Purchases. In accordance with Proper Instructions received from the Controlling Party from time to time, the Collateral Agent shall withdraw amounts available in the Cash Collateral Account and the Loan Proceeds Account to fund, on the date of such withdrawal, Purchases by the Borrower of Purchased Assets pursuant to the Put Option Agreement; provided, that amounts may not be withdrawn from the Loan Proceeds Account pursuant to this Section 5(d) at any time when funds are available in the Cash Collateral Account (unless all such funds available in the Cash Collateral Account shall be simultaneously withdrawn pursuant to this Section 5(d)).
Sample 1
Funding of Purchases. On the Purchase Date of each Purchase, subject to the terms and conditions herein set forth, upon satisfaction of the conditions precedent set forth in Exhibit II, each applicable Purchaser shall make available to the Seller in same day funds an amount equal to the portion of Aggregate Funding Amount to be funded by such Purchaser as determined pursuant to Section 1.1(a). Such funds shall be remitted to the Directed Account or such other account as is identified for such purpose by the Seller in the Purchase Notice delivered by the Seller to the Administrative Agent and each Purchaser Agent in connection with such Purchase.
Sample 1
Funding of Purchases. (a) Each Lender having a Commitment shall make each Loan to be made by it hereunder on the Restatement Date by wire transfer of immediately available funds by 12:30 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will apply such amounts to pay Lenders under the Existing Credit Agreement the aggregate principal amount of the Loans of such lenders that will not be continued hereunder and held by the Continuing Lenders. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Restatement Date that such Lender will not make available to the Administrative Agent the funds required to be made available by such Lender under Section 2.01, the Administrative Agent may assume that such Lender has made such funds available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, repay Loans from Lenders under the Existing Credit Agreement in a corresponding amount. In such event, if a Lender has not in fact made its funds available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. It is agreed that no payment by the Borrower under this paragraph will be subject to any break-funding payment under Section 2.12.
Sample 1
Funding of Purchases. On each Purchase Date, each Purchaser, upon -------------------- satisfaction of the applicable conditions set forth in Article V, shall --------- make available to the Paying Agent the amount of its Purchase as determined pursuant to Section 1.01(c) in same day funds, and after receipt by the --------------- Paying Agent of such funds, the Paying Agent will make such funds immediately available to Seller pursuant to such instructions as Seller and the Paying Agent shall from time to time agree.
Sample 1
Funding of Purchases. On the date of each Purchase, each -------------------- Purchaser shall, upon satisfaction of the applicable conditions set forth in Article VIII, make available to the Agent at its office at 000 Xxxx Xxxxx ------------ Xxxxxx, Xxxxxxxxxx, Xxxx 00000, by wire transfer in accordance with instructions provided by the Agent, the amount of its portion of the Purchase (determined pursuant to subsection (b)) in same day funds, and after receipt by the Agent of such funds. the Agent will deposit the same into the account designated therefor by the Transferor, the Agent to use its best efforts to make such deposit by not later than 2:00 p.m.
Sample 1
Funding of Purchases. Each purchase shall be funded by ADS no -------------------- more frequently than one time per week in federal funds or other immediately available money of the United States, either in the form of (i) a Variable Rate Funding (individually a "Variable Rate Funding" and collectively the "Variable Rate Fundings"); or (ii) a Fixed Rate Funding (individually a "Fixed Rate Funding" and collectively the "Fixed Rate Fundings"). Each Fixed Rate Funding shall be in the initial principal amount of $1,000,000 or any larger amount which is a whole multiple of $100,000. All ADS' costs of funding the Variable Rate Fundings and the Fixed Rate Fundings shall be passed through from ADS to Seller.
Sample 1
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Funding of Purchases. The purchase of shares under the Liquidity Plan for a particular period will be funded in one of the three following ways: (a) Option 1: Purchase by JLLC from Available Cash. JLLC generally intends to purchase shares under the Liquidity Plan in In-Service Sales and Termination Sales from its available cash (including cash available from borrowings). The number of outstanding shares would be reduced by the purchase, and the percentage ownership of each continuing Member would increase. (b) Option 2: Purchase by JLLC from Cash Contributed by Xxxxxxxx. If the JLLC Board decides not to use available cash (including cash available from borrowings) to purchase shares as described in Option 1, Xxxxxxxx will be obligated either to provide sufficient cash to JLLC to purchase the shares (Option 2), or to directly purchase the shares for either cash or Xxxxxxxx stock (Option 3). If Xxxxxxxx provides the cash to JLLC to make the purchase, Xxxxxxxx would receive from JLLC a number of newly-issued shares equal to the number of shares redeemed by JLLC with that cash. As a result, Xxxxxxxx would effectively succeed to the share ownership represented by the shares purchased with cash provided by Xxxxxxxx. (c) Option 3: Direct Purchase by Xxxxxxxx for Cash or Xxxxxxxx Stock. If the JLLC Board decides not to fund the purchase of shares through Option 1, and Xxxxxxxx decides not to contribute cash to JLLC under Option 2, then Xxxxxxxx shall purchase the shares directly from the selling Member for cash or Xxxxxxxx stock. Xxxxxxxx stock used for this purpose would be issued pursuant to an effective registration statement under the Securities act of 1933, as amended, and would be valued for this purpose based on the average of the closing prices for the Xxxxxxxx stock over the 5 trading days ending 2 business days before the payment for the JLLC shares. The shares representing such Xxxxxxxx stock would be delivered at the closing, and Xxxxxxxx would succeed to the JLLC share ownership represented by the shares it purchased.
Sample 1

Related to Funding of Purchases

  • Timing of Purchases This Option is not exercisable in any part until one (1) year after the date of grant. Subject to the provisions for termination and acceleration, this Option shall become exercisable in installments as follows: (a) after one (1) year after the date of grant, up to fifty percent (50%) of the total number of shares optioned; and (b) after two (2) years after the date of grant, up to all of the optioned shares until and including the expiration date of the Option whereupon the Option shall expire and may thereafter no longer be exercised. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of the Option such number of shares of its Common Stock as shall be required for issuance and delivery upon full exercise of the Option.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Conditions of Purchases SECTION 3.01.

  • Nature of Purchase Such Purchaser is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser's property shall at all times be and remain within its control.

  • Accounting of Purchases Other than for consolidated accounting purposes, the Seller will not account for or treat the transactions contemplated hereby in any manner other than as a sale or contribution of the Transferred Assets by the Seller to the Purchaser; provided that solely for federal income tax reporting purposes, the Purchaser is treated as a “disregarded entity” and, therefore, the Conveyance of Transferred Assets by the Seller to the Purchaser hereunder will not be recognized.

  • Taxation of Purchases All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.

  • Conditions of Purchase Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

  • Funding of Loans The Lenders agree that the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

  • Allocation of Purchase Price (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) Business Days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

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