Interim Funding Sample Clauses

Interim Funding. 57 5.3 Reverse Stock split; Conversion of Certain Parent Indebtedness.................... 57 5.4 Audit............................................................................. 57 5.5 Lock-Up Agreements; Parent Warrant................................................ 58 5.6

Interim Funding. If the Closing shall not have occurred and this Agreement shall not have been earlier terminated in accordance with Article VIII, on each of April 1, 2018 and May 1, 2018, at Seller’s written request, delivered in writing to Buyer at least five Business Days prior each of April 1, 2018 and May 1, 2018, as applicable, Buyer shall on each such date make a loan to Seller in the principal amount of $750,000 pursuant to one or more promissory notes in customary form and mutually acceptable to the Buyer and Seller (each, a “Bridge Loan” and collectively, the “Bridge Loans”) by wire transfer of immediately available funds to Seller. The Parties agree that any such Bridge Loan to be made by Buyer pursuant to this Section 6.14 shall be secured by a secured interest in favor of Buyer in all of the Acquired Assets, that is junior and subordinate in right of payment to Perceptive Credit Opportunities Fund, L.P. in respect of the outstanding debt under the Credit Agreement as of the date hereof. Each Bridge Loan shall be repaid in full by Seller (i) prior to or concurrent with the termination of this Agreement either (A) by mutual consent of the Parties pursuant to Section 8.1, or (B) by Seller pursuant to Section 8.2 or Section 8.3, (ii) within two Business Days of termination of this Agreement by Buyer pursuant to Section 8.2 or Section 8.4, or (iii) upon the Closing in accordance with Section 2.5.

Interim Funding. In order to allow Subscribing Customers time to complete their due diligence and secure a delivery date, an Interim Funding Period has been created. This interim period covers Phase 1, 2 and approximately [* * *]% of Phase 3 of the project. The Interim Funding Project, based on an Aug 6, 1999 execution, extends until Oct 15, 1999 at which point at least one Subscribing Customer must elect one of three options. Those options and their consequence on payment of the Interim Funding Amount are described below. The Interim Funding Amount is $[* * *] and would be divided equally amongst the Subscribing Customers and allocated to Carriers based on the allocation model then in effect. SOW 15R1B [* * *] $ [* * *] [* * *] %

Interim Funding. From the date hereof until the Closing Date, Purchaser undertakes to negotiate on commercially reasonable terms (including with respect to rates of return, restrictive provisions and security interests) and, upon mutual agreement of the parties, loan such funds to the Sellers as are necessary to operate the Business in the ordinary course and to facilitate the pursuit of such commercial opportunities as the Sellers and Purchaser collectively deem reasonable. Upon consummation of the transactions contemplated hereby (other than a consummation pursuant to the Share Purchase Option), Purchaser shall assume all liabilities under such financing.

Interim Funding. (a) Subject to the terms of the Investment Agreement, inter alia, the Purchasers (except the US Entities) have agreed and undertaken to subscribe to the Interim Funding Shares. (b) If the Interim Funding Closing (as defined under the Investment Agreement) does not take place in accordance with the terms thereof, the Company shall be free to offer the Interim Funding Shares to any third party, including the Non- Promoter Sellers (Interim Funding Third Party), it being agreed that the Interim Funding Shares to be issued to the Interim Funding Third Party may not be at the same pre-money equity valuation of Rs. 65,00,00,00,000 (Rupees Six Thousand Five Hundred Crores). In terms of the Restated Long Form SPA, prior to issuance of the Interim Funding Shares to such Interim Third Party, the Company and the Sellers (as defined in the Restated Long Form SPA) have undertaken to procure and deliver an undertaking from such Interim Funding Third Party, in the format set out in Schedule 8 of the Restated Long Form SPA, confirming that it will transfer the Interim Funding Shares to the purchasers (as defined under the Restated Long Form SPA) on the First Closing Date in accordance with the terms of the Restated Long Form SPA. In terms of the Restated Long Form SPA, the parties (as defined in the Restated Long Form SPA) have agreed that (i) until such time as the Restated Long Form SPA is terminated in accordance with Clause 12 thereof, the Interim Funding Third Party shall not be provided with any rights other than statutory rights attached to the Interim Funding Shares; and (ii) the Company shall intimate the Purchaser Representative of the terms and conditions of issuance of Interim Funding Shares to Interim Funding Third Party. (c) In terms of the Restated Long Form SPA, in the event the Interim Funding Shares are subscribed to by Interim Funding Third Party, the Per Sale Share Price shall stand amended in accordance with the formula as listed below, and the provisions of the Restated Long Form SPA, including clause 3.1 of the Restated Long Form SPA shall stand amended to that extent; provided that, the total purchase amount payable for 100% shareholding of the Company by the Purchasers to the Transaction Sellers and the Interim Funding Third Party under the Restated Long Form SPA, this Restated OIC SPA and the Other Share Purchase Agreements (as defined in the Restated Long Form SPA) shall not exceed Rs. 64,91,94,65,000 (Rupees Six Thousand Four Hundred and Ninety ...

Interim Funding. ▇▇▇▇▇▇ shall be entitled, but shall not be obligated, to lend up to $30,000,000 to the Company on any such terms as ▇▇▇▇▇▇ shall accept. Neither the terms of any interim Funding, nor the lending itself of any Interim Funds, shall be subject to approval or challenge by the Company or any of the Members, unless any such Interim Funding shall (a) call for the accrual of interest at a rate exceeding 12% per annum, (b) call for the accrual of interest pending any default at a rate exceeding 15% per annum, (e) specify a term of less than 30 days, or (d) run afoul of any unwaived provision of the Notes.

Interim Funding. (a) (Subject to the provisions of this Section 5.14, until the earlier of (i) termination of this Agreement as provided in Article 10 or (ii) the Closing, Acquirer shall make available to Company a credit line of up to One Hundred Fifty Thousand U.S. Dollars ($150,000.00) on an unsecured basis (the “Interim Funding” and such $150,000.00 limit the “Interim Funding Limit”) for payment of the Company’s obligations to its employees and other payables incurred in the ordinary course of its business. Subject to the provisions of Sections 10.3 and 10.4 hereof, all advances on the Interim Funding shall be treated as loans by Acquirer to the Company. Each actual draw on the Interim Funding shall be referred to as an “Advance”. (b) Advances may be obtained only on a business day. Whenever Company wishes to obtain an Advance, Company shall deliver to Acquirer by 12:00 noon Pacific Time at least one (1) business day in advance of the date on which the Advance is to be funded to Company a written request therefor executed by an authorized employee or director of Company, which request shall include an itemized statement of payables for which the Interim Funding is necessary. Acquirer’s obligation to honor any request for payment of an Advance is subject to the Interim Funding Limit, the approval of Acquirer’s Vice President, Finance, which approval shall not be unreasonably withheld, and satisfaction of all of the following conditions: (i) The representations and warranties of the Company set forth in this Agreement (i) that are qualified by materiality or Material Adverse Effect will be true and correct and (ii) that are not qualified by materiality or Material Adverse Effect will be true and correct in all material respects, in each case on and as of the date of this Agreement and shall be true and correct as of the date of such advance with the same force and effect as if they had been made on each such date (except for any such representations or warranties that, by their terms, speak only as of a specific date or dates, in which case such representations and warranties that are qualified by materiality or Material Adverse Effect will be true and correct, and such representations and warranties that are not qualified by materiality or Material Adverse Effect will be true and correct in all material respects, on and as of such specified date or dates); (ii) Company shall have complied in all material respects with all of its respective covenants and obligations cont...

Interim Funding. Buyer and Vertex agree that they will reimburse Seller for its operating losses (on a cash basis net of interest, depreciation, corporate overhead expenses and insurance proceeds received) during the period beginning on July 16, 2014 and continuing until the first to occur of the Closing or the termination of this Agreement as provided in Section 10 without the occurrence of the Closing. Buyer's and Vertex's obligation to reimburse Seller for its operating losses shall (a) be subject to Vertex's prior written approval of expenses incurred by Seller outside the Ordinary Course of Business and (b) cease at the time of the termination of this Agreement without the occurrence of the Closing. In the event the Closing does not occur as a result of a breach or default of Vertex or Buyer, or the failure of Vertex or Buyer to satisfy one or more of its Closing conditions as set forth herein (and Seller elects not to waive any such breach or default of Buyer or Vertex), then Buyer and Vertex shall reimburse Seller for all of Seller's operating losses as provided herein; provided, however, Buyer's and Vertex's foregoing reimbursement obligation shall (unless Vertex's prior written approval as provided in the foregoing sentence was obtained) only include such losses as have been incurred in the ordinary course of Seller's business. If the Closing does occur, then at the time of the Closing, in addition to payment of the portion of the Purchase Price due at Closing, Buyer will reimburse and pay to Seller for the operating losses funded by Seller after July 16, 2014, which amount shall be included on the Closing Statement and the flow of funds at Closing contemplated thereby. In the event the Closing does not occur as a result of a breach or default by Seller or its Affiliates (which is not cured to Buyer's and Vertex's reasonable satisfaction within twenty days of written notice thereof) of this Agreement, then Seller shall reimburse Vertex and Buyer for any costs and expenses incurred by them in connection with its obligation to fund Seller's operating losses as provided herein and in the Consulting Agreement.

Interim Funding. 3.1 On or before the earliest date on which the relevant Bidco Group Companies require funding for the purposes set out in Clause 3.3(a) (and in any event in time to satisfy any undertakings given at any time to the Financial Advisers), the Providence Investors shall make a loan to Topco in United States dollars in an amount equal to the Interim Funding Dollar Amount (the “Providence Interim Loan”). 3.2 The Providence Interim Loan shall: (a) be unsecured; (b) accrue simple interest at the annual rate of 8%, calculated from day to day on an actual/actual basis; and (c) unless Completion has occurred, be repaid in accordance with Clause 3.5 or Clause 4.1(c) or otherwise only with the lender’s prior written consent.