Notice of Drawing Irrevocable Sample Clauses

Notice of Drawing Irrevocable. A Notice of Drawing once given shall be irrevocable and the Borrower shall be bound to draw an Advance in accordance therewith, except as otherwise provided in this Agreement. If for any reason an Advance is not drawn in accordance with a Notice of Drawing, the Borrower shall on demand pay to the Lender such amount (if any) as the Lender may certify to be necessary to compensate it for any loss or expense reasonably incurred in liquidating or redeploying funds arranged for the purpose of the proposed Advance or otherwise as a consequence of the proposed Advance not having been made in accordance with the Notice of Drawing. Only one (1) Advance may be requested in each Notice of Drawing.
Sample 1Sample 2
Notice of Drawing Irrevocable. A Notice of Drawing under the Tranche A Facility or the Tranche B Facility once given shall be irrevocable and the Borrower shall be bound to draw the Tranche A Advance or, as the case may be, the relevant Tranche B Advance in accordance therewith, except as otherwise provided in this Agreement. If such Advance is not made in accordance with the relevant Notice of Drawing as a result of any default or negligence by the Borrower, the Borrower shall on demand pay to the Facility Agent for the account of each Lender, each such Lender’s Break Costs arising as a consequence of the proposed Advance not having been made in accordance with the Notice of Drawing.
Sample 1
Notice of Drawing Irrevocable. The Notice of Drawing once given shall be ----------------------------- irrevocable and the Borrower shall be bound to borrow the Disbursement in accordance therewith, except as otherwise provided in this Agreement. Subject to any agreement to the contrary, if for any reason (other than a default by the Facility Agent or any Lender) a Disbursement is not made on the Borrowing Date specified in the relevant Notice of Drawing, the Borrower shall on demand pay to the Facility Agent for the account of each Lender such amount (if any) as such Lender may certify to be necessary to compensate it for any Losses (but not to include loss of the Applicable Margin) in liquidating, placing or redeploying funds arranged for the purpose of the Disbursement or otherwise as a consequence of the Disbursement not having been made on the Borrowing Date specified in the relevant Notice of Drawing provided however that if (A) the Borrower has notified the Facility Agent that a Disbursement cannot be made on the Borrowing Date specified in the relevant Notice of Drawing because the conditions precedent in Clause 3 cannot be satisfied as a result of the failure of the Manufacturer to obtain an FAA Certificate of Airworthiness for the relevant Aircraft or due to such Aircraft failing to be technically acceptable to the Borrower (in the exercise of its reasonable discretion); and (B) the Facility Agent and the Borrower reasonably expect that such certificate will be obtained or that such Aircraft will be technically acceptable to the Borrower within seven (7) Banking Days, then, notwithstanding any instructions to the contrary in the Notice of Borrowing, the proceeds of such Disbursement shall be disbursed to an account with the Facility Agent in the name of the Borrower. If such conditions precedent are subsequently satisfied and the EXIM Guarantee obtained within seven (7) Banking Days of the originally scheduled Borrowing Date, on such date, the funds held in the Borrower's account shall be disbursed in accordance with the instructions of the Borrower and the Disbursement shall be deemed to have been made on the originally scheduled Borrowing Date. If such conditions precedent cannot be satisfied or the EXIM Guarantee cannot be obtained within such seven (7) Banking Days period, then on the next Banking Day the Facility Agent shall apply all funds in the Borrower's account to prepay the relevant Disbursement, together with interest accrued thereon, and any losses, certified by e...
Sample 1
Notice of Drawing Irrevocable. A Notice of Drawing once given under the Tranche B Facility or the Tranche C Facility shall be irrevocable and the Borrower shall be bound to draw an Advance under the relevant Facility in accordance therewith, except as otherwise provided in this Agreement. If for any reason an Advance under the Tranche B Facility or the Tranche C Facility is not made in accordance with the relevant Notice of Drawing, the Borrower shall within ten (10) Business Days of demand pay to the Agent for the account of each Lender such amount (if any) as such Lender may certify (with reasonable details of the calculation thereof) to be necessary to compensate it for any loss or expense incurred in liquidating or redeploying funds arranged for the purpose of the proposed Advance. If an Advance under the Tranche B or Tranche C Facility is not made in accordance with a Notice of Drawing because of a Lender’s default, the Borrower shall not be required to compensate such Lender in the manner contemplated by this Clause 5.4.
Sample 1
Notice of Drawing Irrevocable. A Notice of Drawing under the Tranche C Facility once given shall be irrevocable and the Borrower shall be bound to draw a Tranche C Advance in accordance therewith, except as otherwise provided in this Agreement. If a Tranche C Advance is not made in accordance with a Notice of Drawing as a result of any default or negligence by the Borrower, the Borrower shall on demand pay to the Facility Agent for the account of each Lender such amount (if any) as such Lender may certify to be its Break Costs arising as a consequence of the proposed Tranche C Advance not having been made in accordance with such Notice of Drawing.
Sample 1

Related to Notice of Drawing Irrevocable

  • Drawdown Notice irrevocable A Drawdown Notice must be signed by an officer of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Lender.

  • Notice Irrevocable Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.2(b) shall be irrevocable and the Borrower shall be bound to borrow the funds requested therein in accordance therewith.

  • Notice of Borrowing (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

  • Notice of Borrowing; Letter of Credit Request (a) Prior to the making of each Term Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. (b) Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. (c) Prior to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a). The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified in Section 7 above have been satisfied as of that time.

  • Notices Irrevocable Each Notice of Borrowing and Notice of Continuation or Conversion delivered by the Borrower hereunder, including its deemed request for borrowing made under Section 2.2(c), shall be irrevocable and binding on the Borrower.

  • Obligations Irrevocable The obligations of each applicable Lender to make payments to the Agent with respect to any applicable Letter of Credit or with respect to their participation therein or with respect to the Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the Borrower for whose account the Letter of Credit was issued to make payments to the Agent, for the account of the applicable Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Agent, the applicable Letter of Credit Issuer, or any other Person, whether in connection with this Agreement, any applicable Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any other Person and the beneficiary named in any Letter of Credit); (C) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (E) the occurrence of any Default or Event of Default; or (F) the failure of the Borrower to satisfy the applicable conditions precedent set forth in Article IX.

  • Notice of Acceptance Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

  • Borrowing Notice The Borrower shall deliver to the Agent and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice") not later than noon (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), and (ii) the aggregate amount of the requested Swing Line Loan which shall be an amount not less than $100,000. The Swing Line Loans shall bear interest at the Floating Rate.

  • Notice of Lay-off All regular employees shall be given in writing the following notice of lay-off or salary in lieu of notice: a) Two (2) weeks' notice where the employee has been employed less than three (3) years. b) After the completion of a period of employment of three (3) consecutive years, one (1) additional weeks’ notice, and for each subsequent completed year of employment, an additional week's notice up to a maximum of eight (8) weeks' notice. c) In the event of office closure, Article 14.04(b) will apply. (This shall not apply to temporary job sites.) The period of notice shall not coincide with an employee's annual vacation.

  • Trust Irrevocable Except as expressly provided herein, the trust created hereby is irrevocable.

Most Referenced Clauses

Most Referenced Definitions