Incremental Purchase Sample Clauses

Incremental Purchase. 19 SECTION 2.04 Commitment Termination Date . . . . . . . . . . . . . 19
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Incremental Purchase. Any Purchase that increases the aggregate outstanding -------------------- Capital hereunder.
Sample 1
Incremental Purchase. (a) Each of the parties hereby agrees that, subject to Section 2.01 and to the other terms and conditions hereof, until the Commitment Termination Date, the Seller may from time to time on the first Business Day of any month after the Effectiveness Date, elect to offer to sell to the Buyer and Buyer shall purchase certain identified loans out of GCC's portfolio and the Property related thereto, all on the terms and conditions set forth in this Agreement (each, an "Incremental Purchase"). Notwithstanding the foregoing, the Buyer shall not be obligated to make an Incremental Purchase for a principal amount of less than $2,500,000 (or such other lesser amount as is approved by Buyer) other than the final Incremental Purchase which may be in such lesser amount as remains of the Maximum Purchase Amount. In addition the Buyer shall not be obligated to make an Incremental Purchase (or any portion thereof) to the extent the aggregate Principal Balance of all Loans (after giving effect to the Loans to be purchased on such Incremental Purchase Date) purchased hereunder would exceed the Maximum Purchase Amount. (b) Subject to satisfaction of all of the applicable terms and conditions hereof (including, without limitation, Section 3.03(m)), until the Commitment Termination Date, the Buyer shall from time to time make Incremental Purchases of Expansion Loans and the Property related thereto, all on the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, the Buyer shall not be obligated to make an Incremental Purchase of any Expansion Loan for a principal amount of less than $250,000 (or such lesser amount as is approved by the Buyer) other than the final Incremental Purchase of any Expansion Loan which may be in an amount equal to $5,000,000 minus the aggregate Principal Balance of all Expansion Loans. In addition, the Buyer shall not be obligated to make an Incremental Purchase of Expansion Loans to the extent the aggregate Principal Balance of (i) all Expansion Loans (after giving effect to the Expansion Loans to be purchased on such Incremental Purchase Date) would exceed $5,000,000 or (ii) all Loans (after giving effect to all Loans (including Expansion Loans) to be purchased on such Incremental Purchase Date) would exceed the Maximum Purchase Amount. (c) The Seller shall provide the Buyer with written notice of its intention to request an Incremental Purchase in the form of Exhibit D hereto no later than five (5) Business Days (or such...
Sample 1
Incremental Purchase. Boeing agrees to sell and Customer agrees to purchase twenty (20) model 737-932ER aircraft (Incremental Aircraft). The parties further agree to the addition of ten (10) put options as described in DAL-PA-02022-LA-1501328, and to cancel all remaining Model 737 options described in DAL-PA-02022-LA-1105858. Unless otherwise indicated, Incremental Aircraft, and any exercised Put Option Aircraft, become Aircraft, 737-900ER Aircraft or Firm Aircraft, as the context requires, for the purposes of this Purchase Agreement. P.A. 2022 SA‑17 Page 2 [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. IT IS AGREED:
Sample 1
Incremental Purchase. If JS Trustany Conduit declines to make a proposed purchase, the Managing Agent for the related Purchaser Group shall notify Seller and Seller may cancel the Purchase Notice with respect to all Purchaser Groups or, in the absence of such a cancellation, the Incremental Purchase of the Purchaser Interest allocable to such Purchaser Group will be made by the Financial Institutions. in such declining Conduit’s Purchaser Group ratably based on their respective Back-Up Commitments. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, JS Trusteach Conduit or the Financial Institutions in its Purchaser Group, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the case of JS Trust, the aggregate Purchase Price of theany Conduit, such Conduit’s Purchaser Interests JS Trust is then purchasingGroup’s Pro Rata Share of the aggregate Purchase Price for such Incremental Purchase or (ii) in the case of a Financial Institution, such Financial Institution’s Back-Up Pro Rata Share of the aggregate Purchase Price of thePercentage of its related Purchaser Interests the Financial Institutions are xxxxxxxxxx.Xxxxx’s Pro Rata Share of the aggregate Purchase Price for such Incremental Purchase.
Sample 1
Incremental Purchase a. Buyer shall have the right to purchase up to ONE HUNDRED AND TWENTY THOUSAND (120,000) shares of the Company’s Series A Preferred stock from Seller (the “Shares”). Buyer shall have the right to purchase the Shares in increments of ONE THOUSAND DOLLARS ($1,000). Buyer agrees to purchase at least 10,000 Shares per month (“Minimum Monthly Share Purchase”). For the $50,000 Minimum Monthly Share Purchase, $40,000 of that amount is earmarked to be sent to the LEC Entities to fund their operations and growth, and $10,000 of that amount is earmarked to fund the costs associated with GACR being a public company. b. For each increment of money paid to Seller by Buyer (“Incremental Payment”), Seller shall sell, assign, transfer and convey to Buyer, a number of Shares equal to the Incremental Payment divided by the Share Price; so, for example, an Incremental Payment by Buyer to Seller of $10,000 would result in the purchase of 2,000 Shares. c. Subsequent to each incremental purchase of Shares, as described in Article 2.b., Seller shall assign, transfer and convey to Buyer, together with all rights and benefits of any kind or nature, including but not limited to, the right to vote the Shares so purchased and receive dividends if any, arising on or after the date hereof, and Buyer accepts such conveyance and assumes the obligations attendant to being the lawful owner and holder of the Shares with respect to all matters arising on or after the date hereof. d. Upon receipt of the Incremental Payment, Seller shall duly endorse and tender to Buyer the certificate evidencing the Shares so purchased. Dallas • Newport Beach • Los Angeles • Shanghai Corporate Offices • Green Automotive Company • 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 • Tel: 000.000.0000 Fax: 000.000.0000 xxxx@xxxxxxxxxxxxxxx.xxx
Sample 1
Incremental Purchase a. Buyer shall have the right to purchase the Shares in increments of ONE THOUSAND DOLLARS ($1,000). b. For each increment of money paid to Seller by Buyer (“Incremental Payment”), Seller shall sell, assign, transfer and convey to Buyer, a number of Shares equal to the Incremental Payment divided by the Share Price; so, for example, an Incremental Payment by Buyer to Seller of $10,000 would result in the purchase of One Thousand Two Hundred Twelve (1,212) Shares. c. Subsequent to each incremental purchase of Shares, as described in Article 2.b., Seller shall assign, transfer and convey to Buyer, together with all rights and benefits of any kind or nature, including but not limited to, the right to vote the Shares so purchased and receive dividends if any, arising on or after the date hereof, and Buyer accepts such conveyance and assumes the obligations attendant to being the lawful owner and holder of the Shares with respect to all matters arising on or after the date hereof. d. Upon receipt of the Incremental Payment, Seller shall duly endorse and tender to Buyer the certificate evidencing the Shares so purchased. Dallas • Newport Beach • Los Angeles • Shanghai Corporate Offices • Green Automotive Company • 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 • Tel: 000.000.0000 Fax: 000.000.0000 xxxx@xxxxxxxxxxxxxxx.xxx
Sample 1
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Related to Incremental Purchase

  • Incremental Loan Request Each Incremental Loan Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Credit Commitments.

  • Optional Purchase (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts). (b) Notice of any termination of the Trust shall be given by the Servicer to the Board of Trustees, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Certificate Registrar and the Rating Agencies as soon as practicable after the Servicer has received notice of the occurrence of an event of termination under Section 9.1(a) of the Trust Agreement.

  • Initial Purchase On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased Property.”

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

  • Incremental Loans Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Lender of such Class shall make its Commitment available to the Borrower (when borrowed, an “Incremental Revolving Loan” and collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Commitment of such Class and (ii) each Incremental Revolving Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment of such Class and the Incremental Revolving Loans of such Class made pursuant thereto.

  • Initial Advance Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

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