Lender Deliveries Sample Clauses

Lender Deliveries. At or before the Closing, Lender will deliver or cause to be delivered to the Company the original executed promissory note(s) evidencing the Debt, as identified on Exhibit A, or if Lender has lost any original executed promissory note(s) evidencing the Debt and is unable to deliver such original promissory note(s) at or before the Closing, then Lender will submit an affidavit of loss and indemnity agreement prior to the Closing so that the promissory note(s) may be replaced and deemed cancelled in accordance with the terms of this Agreement (collectively, the “Lender Deliveries”).
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Lender Deliveries. Lender shall deliver to Escrow Agent the following: (i) A copy of the recorded or to be recorded assignment(s) of loan documents, with an assumption by the assignee of the obligations of Lender under this Agreement; (ii) A duly and properly executed (by Lender or Lender's assignee, as applicable) original of the Lender's Release in the form attached hereto as Exhibit N, duly and properly executed by whichever of the Lender and its successors and assigns are the holders of the Loan and the Loan Documents at the time of delivery of the Lender's Release; and MIAMI 3859485.10 72496/43267 EXECUTION COPY (iii) If the Loan is assigned by Lender, a secretary’s or other officer's certificate setting forth resolutions authorizing the execution and delivery of the Lender's Release by Lender's assignee, including the incumbency of the signatory(ies) to the Lender's Release.
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Lender Deliveries. On or prior to the Closing Date, each Lender shall deliver or cause to be delivered to the Company the following: (i) this Agreement, duly executed by such Xxxxxx; (ii) if issued in physical form, the Promissory Note, to be marked cancelled by the Venus USA, or an affidavit of lost note with respect to the Promissory Note in a form acceptable to the Company; (iii) the Registration Rights Agreement, duly executed by such Xxxxxx; (iv) the Loan Agreement Amendment and Consent, duly executed by such Xxxxxx; (v) the Convertible Notes Amendment, duly executed by such Xxxxxx; (vi) the Bridge Loan Agreement Amendment, duly executed by such Xxxxxx; (vii) an “accredited investor” questionnaire, in a form acceptable to the Company in its reasonable discretion, duly executed by such Xxxxxx; (viii) if such Lender is a “United States person” within the meaning of Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended (the “Code”), a properly completed and executed IRS Form W-9; and (ix) if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, all of the following that are applicable: (1) a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form claiming, to the extent applicable, a reduction or exemption from withholding of Taxes under an income Tax treaty to which the United States is a party; (2) a properly completed and executed IRS Form W-8ECI; (3) a certificate in form and substance satisfactory to the Company claiming entitlement to the portfolio interest exemption under Section 881(c) of the Code and certifying that such Lender is not a conduit entity participating in a conduit financing arrangement as defined in Treasury Regulations section 1.881-3, a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Sections 881(c)(3)(C) and 864(d)(4) of the Code, and (4) if the Lender is not the beneficial owner of amounts paid to it, a properly completed and executed IRS Form W-8IMY accompanied by a withholding statement and an IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-9 or a certificate described in clause (3) above from each beneficial owner of such amounts claiming entitlement to exemption from withholding or backup withholding of Taxes.
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Lender Deliveries. On the Sale Date and after Lender’s receipt of the documents described in Section 5.1(b), Lender shall deliver to Borrower (or, if instructed in writing by Borrower, to Montpelier) each of the stock certificates and stock powers described on Schedule 1 (the receipt of which shall be acknowledged by Borrower) and shall transmit for filing a UCC financing statement amendment in the form of Exhibit F.
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Lender Deliveries. Provided that all NPO Conditions are satisfied, Lender shall, at Borrower’s sole cost and expense, deliver the following documents to Borrower or its designee on or promptly following the Payoff Date: (a) The original Note marked “Paid / Cancelled”; (b) Written notice to the “Cash Management Agent” under and as defined in the Cash Management Agreement that Lender’s lien on the IMH Collection Account is released; (c) Original executed and notarized releases of the Mortgages and Assignments of Leases and Rents; (d) Original Mortgage Loan Documents in Lender’s possession; and (e) Such other releases, notices or other documents reasonably required to effectuate the release of the Collateral and/or the cancellation of the Loan Documents.
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Lender Deliveries. Section 3(d) of the Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof: “Original Mortgage Loan Documents in Lender’s possession, and an assignment or such other documents reasonably necessary to evidence the conveyance of the Common Stock to Borrower; and”.
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Lender Deliveries. Sellers agree to execute and deliver to Buyer subordination agreements, certificates and any other documents requested by Buyer’s lenders holding Senior Indebtedness in connection with this Release.
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Related to Lender Deliveries

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

  • Request for Incurrence of Letter of Credit Obligations Borrower shall give Agent at least 2 Business Days' prior written notice requesting the incurrence of any Letter of Credit Obligation. The notice shall be accompanied by the form of the Letter of Credit (which shall be acceptable to the L/C Issuer) and a completed Application for Standby Letter of Credit or Application and Documentary Letter of Credit or Application for Documentary Letter of Credit (as applicable). Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrower and approvals by Agent and the L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among Borrower, Agent and the L/C Issuer.

  • Additional Conditions to Letters of Credit If the issuance of a Letter of Credit is requested, all conditions set forth in Section 2.3 shall have been satisfied.

  • Optional Conversion of Revolving Credit Advances The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11(a), Convert all Revolving Credit Advances of one Type comprising the same Borrowing into Revolving Credit Advances of the other Type (it being understood that such Conversion of a Revolving Credit Advance or of its Interest Period does not constitute a repayment or prepayment of such Revolving Credit Advance); provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall be substantially in the form of Exhibit H hereto, and shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.

  • Swingline Loan Amounts, Etc Each Swingline Loan shall be in the minimum amount of $1,000,000 and integral multiples of $500,000 or such other minimum amounts agreed to by the Swingline Lender and the Borrower. Any voluntary prepayment of a Swingline Loan must be in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swingline Loans (or such other minimum amounts upon which the Swingline Lender and the Borrower may agree) and in connection with any such prepayment, the Borrower must give the Swingline Lender prior written notice thereof no later than 10:00 a.m. on the date of such prepayment. The Swingline Loans shall, in addition to this Agreement, be evidenced by the Swingline Note.

  • Cash Collateral, Repayment of Swing Line Loans If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.15.

  • Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.

  • Cash Collateral for Letters of Credit If an Event of Default has occurred and is continuing, this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, the Administrative Agent may, and upon request of Required Revolving Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the Borrower shall thereupon deliver to the Administrative Agent, to be held for the benefit of the L/C Issuer, the Agents and the Lenders entitled thereto, an amount of cash equal to 105% of the amount of Letter of Credit Obligations as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Administrative Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit. Pending such application, the Administrative Agent may (but shall not be obligated to) invest the same in an interest bearing account in the Administrative Agent’s name, for the benefit of the L/C Issuers, the Agents and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and the Administrative Agent may, in their discretion, select.

  • Application to Revolving Credit Loans With respect to each prepayment of Revolving Credit Loans, the Borrower may designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Loans to be prepaid, provided that (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (z) notwithstanding the provisions of the preceding clause (y), no prepayment of Revolving Loans shall be applied to the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.

  • Cash Collateral, Repayment of Swingline Loans If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 3.10.

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