Offer of Prepayment Sample Clauses

Offer of Prepayment. An offer of prepayment (“Offer of Prepayment”) shall be mailed by the Borrowers to each Holder of a Note at such Holder’s registered address by first class mail not more than 10 days after the occurrence of such Change in Control or Asset Sale. A Holder may accept the Offer of Prepayment for Revolving Notes only, Tranche B Notes only or a combination of Revolving Notes and Tranche B Notes. Each Offer of Prepayment shall be an irrevocable offer to prepay all of the Notes and shall state: (a) the applicable Prepayment Date, which shall be no later than ten Business Days after the date of mailing; (b) the applicable Prepayment Price; and (c) that the Notes subject to the Offer of Prepayment must be surrendered to the Borrowers to collect the applicable Prepayment Price.
Sample 1Sample 2
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Offer of Prepayment. (A) Pursuant to the terms of the Sale Agreement, it is anticipated that the U.S. Properties will be sold on or before April 30, 1996, the actual date such sale is consummated referred to herein as the "Sale Date." The Company and the Holder agree that in consideration of Holder's waiver and consent set forth in Section 2 below, on the Sale Date, the Company shall prepay the outstanding principal amount due under the 1994 Note Agreement, together with interest accrued to the Sale Date and the Make Whole Amount, as defined in the 1994 Note Agreement. If the Sale Date occurs, failure to pay the principal amount due under with 1994 Note Agreement, with interest and the Make Whole Amount on the Sale Date, shall constitute an Event of Default under the 1994 Note Agreement. (B) Section 4B of the 1994 Note Agreement requires that the Company give Holder at least 30 days and no more than 60 days notice prior to prepayment of the Notes. Accordingly, Holder and the Company agree that the notice requirements of Section 4B are waived to the extent such requirements are inconsistent with the prepayment terms described above. (C) The Company estimates that the upon consummation of the sale of the U.S. Properties pursuant to the Sale Agreement, the Company will prepay $15,160,000 in principal and accrued interest on the 1994 Senior Notes and will pay $3,420,000 for the Make Whole Amount. The Company agrees to provide to Holder, on the date which is two Business days prior to the Sale Date, an Officer's Certificate setting forth in detail the calculation used in determining the outstanding principal, accrued interest and the Make Whole Amount.
Sample 1
Offer of Prepayment. (a) Subject to the Opco Credit Agreement, any proceeds from the exercise of warrants received by the Borrower, after giving effect to the prepayment obligations under the Opco Credit Agreement and the obligation to make ACN Earnout Payments, may be used to make an offer to each Lender to prepay the Loans at a price equal to par plus a prepayment premium of 3%. If more than one Lender accepts such prepayment offer, and there are insufficient proceeds to prepay the entire aggregate amount of Loans accepted for prepayment, Borrower shall prepay each accepting Lender’s Loan pro rata in accordance with the principal amounts of such Loans. If such prepayment offer is made, any warrant proceeds not accepted for prepayment by any Lender shall be available for general corporate purposes, including the payment of dividends, so long as no Event of Default has occurred and is continuing. (b) Subject to the Opco Credit Agreement, dividends or distributions made from Consolidated Excess Cash Flow by Opco to Borrower shall be used to make an offer to each Lender to prepay the Loans at par plus the applicable prepayment premium as determined pursuant to Section 2.4A(i)(a). If more than one Lender accepts such prepayment offer, and there are insufficient funds to prepay the entire aggregate amount of Loans accepted for prepayment, Borrower shall prepay each accepting Lender’s Loan pro rata in accordance with the principal amounts of such Loans. Any such funds not accepted for prepayment by any Lender shall be available for general corporate purposes, including the payment of dividends, so long as no Event of Default has occurred and is continuing.
Sample 1

Related to Offer of Prepayment

  • Application of prepayment The provisions of Clause 8 shall apply in relation to the prepayment.

  • Notice of Prepayments The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07; provided further that, the Borrower may deliver a conditional prepayment notice subject to the proviso in Section 2.07(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.

  • Notice of Prepayment Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

  • Application of Prepayments (i) Prior to any optional or mandatory prepayment of Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (i) of this Section 2.10(i). Subject to Section 9.04 and so long as no Event of Default shall then exist and be continuing, all mandatory prepayments shall be applied as follows: first, to Fees and reimbursable expenses of the Administrative Agent and the Collateral Agent then due and payable pursuant to the Loan Documents; second, to interest then due and payable on all Loans; third, to the principal balance of the Swingline Loan until the same has been repaid in full; fourth, to the outstanding principal balance of Revolving Loans until the same has been paid in full, including accompanying accrued interest and charges under Sections 2.12, 2.13 and 2.15 (Borrower may elect which of any Eurodollar Revolving Borrowings is to be prepaid); fifth, to cash collateralize all LC Exposures plus any accrued and unpaid Fees with respect thereto (to be held and applied in accordance with Section 2.18(j) hereof); sixth, to all other Obligations pro rata in accordance with the amounts that such Lender certifies is outstanding; and, seventh, returned to Borrower or to such party as otherwise required by law. All such mandatory prepayments of the Revolving Loans shall cause a corresponding reduction in the Revolving Commitments of the Lenders in accordance with their applicable Revolving Commitments. (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

  • Effect of Prepayments Amounts of the Revolving Credit Loans prepaid under §3.2 and §3.3 prior to the Revolving Credit Maturity Date may be reborrowed as provided in §2. Any portion of the Term Loans that is prepaid may not be reborrowed.

  • Prepayment (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

  • Redemption and Prepayment Section 3.01

  • Optional Prepayment (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

  • Required Prepayments 15 Section 8.2. Optional Prepayments with Make-Whole Amount....................................16 Section 8.3.

  • Repayment Prepayment and Cancellation 6 REPAYMENT

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