Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder: (i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower; (ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent; (iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender; (iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding; (v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and (vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein. (b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 3 contracts
Samples: Credit Facility Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relatesBorrowers relate, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the a Borrower before the date on which any payment is due to the Agent for the account of any Lender that the such Borrower will not make such payment, the Agent may assume that the such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 3 contracts
Samples: Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (HudBay Minerals Inc.)
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementwhich is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent’s Proportionate Share;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, ’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender’s share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender’s Proportionate Share.
Appears in 3 contracts
Samples: Credit Agreement (Village Farms International, Inc.), Credit Agreement (Village Farms International, Inc.), Credit Agreement
Payments by Agent. (a1) For greater certainty, the following provisions shall will apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the a Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower under this Agreement, then subject to Section 7.02 the Agent shall will have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage ’s Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the Credita Credit Facility, that such Lender's ’s entitlement to that such payment shall will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shallwill, in the absence of manifest error, be binding and conclusive; and;
(vie) on written request from any Lenderupon request, the Agent shall will deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;
(f) all payments by the Agent to a Lender hereunder will be made to such Lender at its address set forth in the signature pages on this Agreement or on the applicable Assignment Agreement unless notice to the contrary is received by the Agent from such Lender; and
(g) the Agent will be entitled to round any Lender’s Proportionate Share of any repayment hereunder to the nearest $1,000 multiple.
(b2) Unless the Agent has received written notice from the actual knowledge that a Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which a Borrower has notified the Agent that the Borrower payment will not make such paymentbe made and except to the extent that the Agent has received notice under Section 7.02, the Agent may will be entitled to assume that the Borrower has made such payment on has been or will be received from such date in accordance herewith Borrower when due and maythe Agent may (but will not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by a Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the such Borrower has not in fact made such paymentwill, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by a Borrower under this Section will be prima facie evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Just Energy Group Inc.), Credit Agreement (Just Energy Group Inc.), Credit Agreement (Just Energy Group Inc.)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderrequest, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 3 contracts
Samples: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementwhich is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentProportionate Share;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 3 contracts
Samples: Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.)
Payments by Agent. (a) 9.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the a Credit, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 9.5.2 Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by such Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be conclusive evidence of the amount owing in the absence of manifest error. If the payment is not received by the Agent from the Borrower within a reasonable time following the disbursement to the Lenders severally agrees to repay by the Agent, the Lenders shall return the amounts received by them to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including at the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
Appears in 2 contracts
Samples: Credit Agreement (Norske Skog Canada LTD), Credit Agreement (Norske Skog Canada LTD)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relatesrelate, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 2 contracts
Samples: Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, then subject to Section 8.02 the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage ’s Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the CreditRevolving Facility, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and;
(vie) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein; and
(f) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender.
(b2) Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made and except to the extent that the Agent has received notice under Section 8.02, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Sierra Wireless Inc), Credit Agreement (Nordion Inc.)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that LenderXxxxxx's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderXxxxxx;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that LenderXxxxxx's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 2 contracts
Samples: Credit Agreement (Hudbay Minerals Inc.), Credit Agreement (Hudbay Minerals Inc.)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive;
(vi) the Agent shall be entitled to round any Lender’s Applicable Percentage of any payments received from the Borrower to the nearest C$1,000 or US$1,000, as applicable; and
(vivii) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 2 contracts
Samples: Credit Facility Agreement (Maverix Metals Inc.), Credit Agreement (Maverix Metals Inc.)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;Borrowers.
(iib) if If the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such except that Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;.
(iiic) if If any Lender advances more or less than its Applicable Percentage of the a Credit, that Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) except Except as specified in any applicable Assignment and AssumptionAssignment, if a Lender's Applicable Percentage ’s share of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than except a payment of principal) by the Borrower Borrowers relates, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such the Lender's Applicable Percentage ’s share of the Credit relevant Advance or such the Lender's ’s Commitment, as the case may be, has actually been outstanding;.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender. On request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to hereinLenders.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 2 contracts
Samples: Credit Agreement (Waste Management Inc), Credit Agreement (Waste Management Inc)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's Xxxxxx’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderXxxxxx;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower Borrowers relates, that Lender's Xxxxxx’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderrequest, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 2 contracts
Samples: Second Amending Agreement (ATS Corp /ATS), Credit Agreement (ATS Corp /ATS)
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this AgreementFacility A which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders under Facility A in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentProportionate Share thereof;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the CreditFacility A, that such Lender's entitlement to that a payment of principal, interest, fees or other amount owing by the Borrower under Facility A shall be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance under Facility A has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that receive a portion of any payment of interest or fees under Facility A shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of an Advance, Conversion, Rollover or Repayment under Facility A in order that the Outstanding Advances due to such Lender under Facility A shall be approximately in accordance with such Lender's Proportionate Share of Facility A.
Appears in 2 contracts
Samples: Credit Agreement (Tilray, Inc.), Loan Agreement (Aphria Inc.)
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementany Facility which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders under such Facility in each Lender any amount other than Lender’s Proportionate Share of such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentFacility;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment under any Facility, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance under any Facility thereof has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, ’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender’s share of a Drawdown, Substitution, Rollover or Repayment under any Facility in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender’s Proportionate Share of such Facility.
Appears in 2 contracts
Samples: Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage ’s share of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s share of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage ’s share of the Credit Advance or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(viv) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(viv) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with prevailing banking industry practice this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on interbank compensationwhich payment is made by the Agent to the date on which repayment is made by the Lender receiving such payment.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Funding LLC), Credit Agreement (Pacificorp /Or/)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that LenderXxxxxx's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderXxxxxx;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that LenderXxxxxx's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest demonstrable error, be binding and conclusive; and
(vif) on written request from any Lenderrequest, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 2 contracts
Samples: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest demonstrable error, be binding and conclusive; and
(vif) on written request from any Lenderrequest, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 2 contracts
Samples: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the BorrowerBorrowers;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the a Borrower under this Agreementany Facility or Tranche which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders under such Facility or Tranche in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentProportionate Share thereof;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditany Facility or Tranche, that such Lender's entitlement to that a payment of principal, interest, fees or other amount owing by a Borrower under such Facility or Tranche shall be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance under any Facility or Tranche has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than by a payment of principal) by the Borrower relates, that such Lender's entitlement to that receive a portion of any payment of interest or fees under such Facility or Tranche shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from a Borrower on a Business Day (not later than the Borrower before the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Conversion, Rollover or Repayment under any Facility or Tranche in order that the Outstanding Advances due to such Lender under such Facility or Tranche shall be approximately in accordance with such Lender's Proportionate Share of such Facility or Tranche.
Appears in 2 contracts
Samples: Credit Agreement (Tucows Inc /Pa/), Credit Agreement (Tucows Inc /Pa/)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, Unless the Agent shall have no obligation been notified in writing by any Lender prior to remit to each a Borrowing Date that such Lender any amount other than such Lender's Applicable Percentage of that will not make the amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than would constitute its Applicable Commitment Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion borrowing on such date available to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such paymentAgent, the Agent may assume that the Borrower such Lender has made such payment amount available to the Agent on such date in accordance herewith Borrowing Date and the Agent may, in reliance upon such assumption, distribute the amount due make available to the LendersBorrower a corresponding amount. In that event, if the Borrower has not in fact If such amount is made such payment, then each of the Lenders severally agrees to repay available to the Agent forthwith by such Lender on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate during such period, times (ii) the amount so distributed to of such Lender with interest thereonLender’s Commitment Percentage of such borrowing, for each day times (iii) the number of days from and including the date such amount is distributed to it Borrowing Date to but excluding the date on which such Lender’s Commitment Percentage of payment such borrowing shall have become immediately available to the Agent. A certificate of the Agent submitted to any Lender with respect to any amounts owing under this Section 5.12(a) shall be conclusive, absent manifest error. If such Lender’s Commitment Percentage is not in fact made available to the Agent by such Lender within three (3) Business Days of such Borrowing Date, the Agent shall be entitled to demand repayment of such amount with interest thereon at a the rate determined per annum applicable to Base Rate Loans hereunder from the Borrower. Payments by the Borrower made pursuant to this Section 5.12(a) are not subject to the payment penalties or limitations set forth in Section 5.2(d).
(b) Should any Lender (a “Non-Advancing Lender”), in violation of its obligations under this Agreement, fail to make any Loan, or fund when due the purchase price of any Letter of Credit participations hereunder (each a “L/C Participation Obligation”), (i) the Agent may in accordance its discretion (but with prevailing banking industry practice no obligation) fund the Loan on interbank compensationbehalf of the Non-Advancing Lender if it has not received notice that the Non-Advancing Lender does not intend to fund the Loan, and/or (ii) the Agent shall cooperate with the Borrower to find a Permitted Assignee that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made any previous Loans). Subject to the provisions of the next succeeding sentence, such Permitted Assignee shall be substituted for the Non-Advancing Lender hereunder upon execution and delivery of a Commitment Transfer Supplement. Nothing in (and no action taken pursuant to) this Section 5.12 shall relieve the Non-Advancing Lender from any liability it might have to the Borrower or to the other Lenders as a result of its failure to make any Loan or to fund a L/C Participation Obligation. If a Permitted Assignee is not substituted for the Non-Advancing Lender then, subject to the other provisions of this Agreement, the Borrower shall have the right to prepay in full the Loans made by such Non-Advancing Lender, and such prepayment in full shall not be subject to any premium or fee. The failure of a Lender to make a Loan or to fund a L/C Participation Obligation hereunder shall not, in and of itself, relieve any other Lender of its obligation to make its Loans hereunder or to fund a L/C Participation Obligation, but the other Lenders shall not have any obligation to increase the amount of their respective Loans, Commitments or L/C Participation Obligations.
Appears in 1 contract
Payments by Agent. (a) 4.26.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that such payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 4.26.2 Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementwhich is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentProportionate Share;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the BorrowerBorrower or Guarantor;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's Xxxxxx’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderXxxxxx;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive;
(vi) the Agent shall be entitled to round any Lender’s Applicable Percentage of any payments received from the Borrower to the nearest C$1,000 or $1,000, as applicable; and
(vivii) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Samples: Credit Facility (Vox Royalty Corp.)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Xxxxxx’s share of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s share of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's such Xxxxxx’s entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage ’s share of the Credit Advance or such Lender's ’s Commitment, as the case may be, has actually been outstanding;; LEGAL_1:83525085.7 \
(viv) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(viv) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with prevailing banking industry practice this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on interbank compensationwhich payment is made by the Agent to the date on which repayment is made by the Lender receiving such payment.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relatesBorrowers relate, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the a Borrower before the date on which any payment is due to the Agent for the account of any Lender that the such Borrower will not make such payment, the Agent may assume that the such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementany Facility which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders under such Facility in each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agentsuch Facility;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment under any Facility, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance under any Facility thereof has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment under any Facility in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share of such Facility.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall beshall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's Xxxxxx’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderXxxxxx;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower Borrowers relates, that Lender's Xxxxxx’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderrequest, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage share of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage share of the Credit Advance or such Lender's Commitment, as the case may be, has actually been outstanding;
(viv) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(viv) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.. LEGAL_l:28867748.6
(b) Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with prevailing banking industry practice this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on interbank compensationwhich payment is made by the Agent to the date on which repayment is made by the Lender receiving such payment.
Appears in 1 contract
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest demonstrable error, be binding and conclusive; and
(vif) on written request from any Lenderrequest, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;.
(iib) if If the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such except that Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;.
(iiic) if If any Lender advances more or less than its Applicable Percentage of the a Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) except Except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than except a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such the Lender's Applicable Percentage share of the Credit relevant Advance or such the Lender's Commitment, as the case may be, has actually been outstanding;.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender. On request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to hereinLenders.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such that payment, the Agent may assume that the Borrower has made such the payment on such that date in accordance herewith with this Agreement and may, in reliance upon such that assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such the payment, then each of the Lenders Lender severally agrees to repay to the Agent forthwith immediately on demand the amount so distributed to such Lender that Lender, with interest thereon, for each day from and including the date such the amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Samples: Credit Agreement
Payments by Agent. (a1) For greater certainty, the following provisions shall will apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the a Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower under this Agreement, then subject to Section 7.02 the Agent shall will have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage ’s Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the Credita Credit Facility, that such Lender's ’s entitlement to that such payment shall will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shallwill, in the absence of manifest error, be binding and conclusive; and;
(vie) on written request from any Lenderupon request, the Agent shall will deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein; and
(f) all payments by the Agent to a Lender hereunder will be made to such Lender at its address set forth in the signature pages on this Agreement or on the applicable Assignment Agreement unless notice to the contrary is received by the Agent from such Lender.
(b2) Unless the Agent has received written notice from the actual knowledge that a Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which a Borrower has notified the Agent that the Borrower payment will not make such paymentbe made and except to the extent that the Agent has received notice under Section 7.02, the Agent may will be entitled to assume that the Borrower has made such payment on has been or will be received from such date in accordance herewith Borrower when due and maythe Agent may (but will not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by a Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the such Borrower has not in fact made such paymentwill, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.without limiting its other
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this AgreementFacility A which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders under Facility A in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentProportionate Share thereof;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the CreditFacility A, that Lendersuch Xxxxxx's entitlement to that a payment of principal, interest, fees or other amount owing by the Borrower under Facility A shall be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance under Facility A has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lendersuch Xxxxxx's entitlement to that receive a portion of any payment of interest or fees under Facility A shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of an Advance, Conversion, Rollover or Repayment under Facility A in order that the Outstanding Advances due to such Lender under Facility A shall be approximately in accordance with such Xxxxxx's Proportionate Share of Facility A.
(c) Notwithstanding anything to the contrary in this Agreement, if at any time the Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Agent, at the rate determined by the Agent in accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Agent shall inform each Lender that received a Rescindable Amount promptly upon determining that any payment made to such person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.04(c) shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
Appears in 1 contract
Payments by Agent. (a) 4.28.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 4.28.2 Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Samples: Revolving Term Credit Agreement (Rogers Communications Inc)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;.
(iib) if If the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such except that Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;.
(iiic) if If any Lender advances more or less than its Applicable Percentage of the a Credit, that Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) except Except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s share of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than except a payment of principal) by the Borrower relates, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such the Lender's Applicable Percentage ’s share of the Credit relevant Advance or such the Lender's ’s Commitment, as the case may be, has actually been outstanding;.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender. On request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to hereinLenders.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such that payment, the Agent may assume that the Borrower has made such the payment on such that date in accordance herewith with this Agreement and may, in reliance upon such that assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such the payment, then each of the Lenders Lender severally agrees to repay to the Agent forthwith immediately on demand the amount so distributed to such Lender that Lender, with interest thereon, for each day from and including the date such the amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Samples: Credit Agreement (CRH Medical Corp)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, then subject to Section 8.02 the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the CreditCredit Facilities, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and;
(vie) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein; and
(f) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender.
(b2) Unless the Agent has received written notice from the actual knowledge that a Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which such Borrower has notified the Agent that the Borrower payment will not make such paymentbe made and except to the extent that the Agent has received notice under Section 8.02, the Agent may shall be entitled to assume that the Borrower has made such payment on has been or will be received from such date in accordance herewith Borrower when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by such Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentBorrowers shall, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrowers under this Section shall be prima facie evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementwhich is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent’s Proportionate Share;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, ’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender’s share of an Advance, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender’s Proportionate Share.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (Village Farms International, Inc.)
Payments by Agent. (a1) For greater certainty, the following provisions shall will apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, then, subject to Section 15.01, the Agent shall will have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Xxxxxx’s Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the CreditCredit Facility, that Lender's such Xxxxxx’s entitlement to that such payment shall will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderXxxxxx;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shallwill, in the absence of manifest error, be binding and conclusive; and;
(vie) on written request from any Lenderupon request, the Agent shall will deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein; and
(f) all payments by the Agent to a Lender hereunder will be made to such Lender at its address set forth on the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender.
(b2) Unless the Agent has received written notice from the Borrower before Borrowers prior to the date on which any payment is due to the Agent for the account of any Lender hereunder that the Borrower Borrowers will not make such payment, the Agent may assume that the Borrower has Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if If the Borrower has not payment by the Borrowers is in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrowers will, without limiting their other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrowers under this Section 13.10(2) will be prima facie evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust VI, Inc.)
Payments by Agent. (a) 4.25.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
: (ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
; (iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
; (iiic) if any Lender advances more or less than its Applicable Percentage of the a Credit, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
; (ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage ’s share of the Credit applicable Advance or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
; (ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
and (vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 4.25.2 Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Payments by Agent. (a) 10.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the a Credit, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 10.5.2 Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result, except for those arising from the Agent's negligence or willful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. If the payment is not received by the Agent from the Borrower within a reasonable time following the disbursement to the Lenders severally agrees to repay by the Agent, the Lenders shall return the amounts received by them to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including at the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementa Credit Facility which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment under a Credit Facility, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance under a Credit Facility has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to section 11.02);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at the same rate and in the same manner as set out in section 11.02.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume actual knowledge that the Borrower has not made or will not make a payment to the Agent in respect of a Credit Facility for value on the date in respect of which the Borrower has notified the Agent in writing that the payment will be made, the Agent shall be entitled to assume that such payment on such date in accordance herewith has been or will be received from the Borrower when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay to each Lender its Proportionate Share of the amount due payment expected from the Borrower. If the Agent has made such payments to the Lenders and the expected payment from the Borrower is in fact not received by the Agent on the required date, then each Lender which has received any such payment agrees to refund such payment to the Agent immediately upon request, and the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result of having made such payments to the Lenders, except for those arising from the Agent's negligence or wilful misconduct. In that event, if A certificate of the Agent with respect to any amount owing by the Borrower has not in fact made such payment, then each of the Lenders severally agrees under this section shall be deemed to repay to be prima facie correct.
(c) The Borrower hereby irrevocably authorizes the Agent forthwith on demand to debit any account maintained by the amount so distributed to such Lender Borrower with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationorder to make payments to the Lenders as contemplated herein. The Agent agrees to provide written notice to the Borrower of each such debit in reasonable detail. The Borrower shall be deemed to have agreed to each such debit unless the Borrower objects in writing to such debit within thirty (30) days after receipt of such written notice from the Agent.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the following provisions shall will apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if ; provided however that unless the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall will have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before prior to the date on which any payment is due to the Agent for the account of any Lender hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation;
(b) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, then the Agent will have no obligation to remit to each Lender any amount other than such Lender's Pro Rata Share of the amount actually received by the Agent;
(c) if any Lender advances more or less than its Pro Rata Share of a requested Borrowing, such Lender's entitlement to such payment will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(d) the Agent acting reasonably and in good faith will, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination will, in the absence of manifest error, be binding and conclusive;
(e) upon request of any Lender, the Agent will deliver a statement detailing any of the payments to the Lenders referred to herein; and
(f) all payments by the Agent to a Lender hereunder will be made to such Lender at its address set forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower under this Agreementwhich is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent’s Proportionate Share;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderXxxxxx;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's such Xxxxxx’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Xxxxxx’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender’s share of an Advance, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Xxxxxx’s Proportionate Share.
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Village Farms International, Inc.)
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the a Borrower under this AgreementFacility 1 which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders in each Lender any amount other than such Lender's Applicable Percentage ’s Proportionate Share of that amount which is the amount actually received by the AgentFacility 1;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment under Facility 1, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance under Facility 1 thereof has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, ’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from a Borrower on a Business Day (not later than the Borrower before the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender’s share of a Drawdown, Conversion, Rollover or Repayment under Facility 1 in order that the Outstanding Advances due to such Lender under Facility 1 shall be approximately in accordance with such Lender’s Proportionate Share of Facility 1.
Appears in 1 contract
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the Credit, that Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's ’s entitlement to that payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderrequest, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, Unless the Agent shall have no obligation been notified in writing by any Lender prior to remit to each a Borrowing Date that such Lender any amount other than such Lender's Applicable Percentage of that will not make the amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than would constitute its Applicable Commitment Percentage of the Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion borrowing on such date available to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such paymentAgent, the Agent may assume that the Borrower such Lender has made such payment amount available to the Agent on such date in accordance herewith Borrowing Date and the Agent may, in reliance upon such assumption, distribute the amount due make available to the LendersBorrower a corresponding amount. In that event, if the Borrower has not in fact If such amount is made such payment, then each of the Lenders severally agrees to repay available to the Agent forthwith by such Lender on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate during such period, times (ii) the amount so distributed to of such Lender with interest thereonLender's Commitment Percentage of such borrowing, for each day times (iii) the number of days from and including the date such amount is distributed to it Borrowing Date to but excluding the date on which such Lender's Commitment Percentage of payment such borrowing shall have become immediately available to the Agent. A certificate of the Agent submitted to any Lender with respect to any amounts owing under this Section 5.12(a) shall be conclusive, absent manifest error. If such Lender's Commitment Percentage is not in fact made available to the Agent by such Lender within three (3) Business Days of such Borrowing Date, the Agent shall be entitled to demand repayment of such amount with interest thereon at a the rate determined per annum applicable to Base Rate Loans hereunder from the Borrower. Payments by the Borrower made pursuant to this Section 5.12(a) are not subject to the payment penalties or limitations set forth in Section 5.2(e).
(b) Should any Lender (a "Non-Advancing Lender"), in violation of its obligations under this Agreement, fail to make any Loan, or fund when due the purchase price of any Letter of Credit participations hereunder (each a "L/C Participation Obligation"), (i) the Agent may in accordance its discretion (but with prevailing banking industry practice no obligation) fund the Loan on interbank compensationbehalf of the Non-Advancing Lender if it has not received notice that the Non-Advancing Lender does not intend to fund the Loan, and/or (ii) the Agent shall cooperate with the Borrower to find a Permitted Assignee that shall be willing to assume the Non-Advancing Lender's obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made any previous Loans). Subject to the provisions of the next succeeding sentence, such Permitted Assignee shall be substituted for the Non-Advancing Lender hereunder upon execution and delivery of a Commitment Transfer Supplement. Nothing in (and no action taken pursuant to) this Section 5.12 shall relieve the Non-Advancing Lender from any liability it might have to the Borrower or to the other Lenders as a result of its failure to make any Loan or to fund a L/C Participation Obligation. If a Permitted Assignee is not substituted for the Non-Advancing Lender then, subject to the other provisions of this Agreement, the Borrower shall have the right to prepay in full the Loans made by such Non-Advancing Lender, and such prepayment in full shall not be subject to any premium or fee. The failure of a Lender to make a Loan or to fund a L/C Participation Obligation hereunder shall not, in and of itself, relieve any other Lender of its obligation to make its Loans hereunder or to fund a L/C Participation Obligation, but the other Lenders shall not have any obligation to increase the amount of their respective Loans, Commitments or L/C Participation Obligations.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all ----------------- payments made by the Agent to the Lenders Banks hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender Bank until an amount in respect of that such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if If the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, the Agent shall have no obligation to remit to each Lender Bank any amount other than such LenderBank's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender Bank advances more or less than its Applicable Percentage Proportionate Share of the CreditLoans, that Lendersuch Bank's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderBank;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders Banks in the case of any dispute, determine in all cases the amount of all payments to which each Lender Bank is entitled and that such determination shall, in the absence of manifest erroreffort, be binding and conclusive; and
(vie) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders Banks referred to herein.
(b) . Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any Borrowers have not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which such Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that the Borrower has made such payment on has been or will be received from such date in accordance herewith Borrower when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due to Banks corresponding amounts. If the Lenders. In that event, if the payment by such Borrower has not is in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined not received by the Agent on the required date and the Agent has made available corresponding amounts to the Banks, the Borrowers shall, without limiting their other obligations under this Agreement, indemnify the Agent against any and liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by any Borrower under this Section shall be prima facie evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 1 contract
Samples: Credit Agreement (Mac-Gray Corp)
Payments by Agent. (a) 8.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the Credit, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage Proportionate Share of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 8.5.2 Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. If the payment is not received by the Agent from the Borrower within a reasonable time following the disbursement to the Lenders severally agrees to repay by the Agent, the Lenders shall return the amounts received by them to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including at the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
Appears in 1 contract
Samples: Bridge Credit Agreement (Rogers Communications Inc)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that payment has been received by the Agent from the Borrower;.
(iib) if If the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such except that Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;.
(iiic) if If any Lender advances more or less than its Applicable Percentage of the a Credit, that Lender's entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) except Except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than except a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such the Lender's Applicable Percentage share of the Credit relevant Advance or such the Lender's Commitment, as the case may be, has actually been outstanding;.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that determination shall, in the absence of manifest error, be binding and conclusive; and
(vi) on written request from any Lender. On request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to hereinLenders.
(b2) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such that payment, the Agent may assume that the Borrower has made such the payment on such that date in accordance herewith with this Agreement and may, in reliance upon such that assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such the payment, then each of the Lenders Lender severally agrees to repay to the Agent forthwith immediately on demand the amount so distributed to such Lender that Lender, with interest thereon, for each day from and including the date such the amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Samples: Credit Agreement (CRH Medical Corp)
Payments by Agent. (a) 12.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the relevant Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the a Credit, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the a Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 12.5.2 Unless the Agent has received written notice from the actual knowledge that a Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the relevant Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. If the payment is not received by the Agent from the Borrower within a reasonable time following the disbursement to the Lenders severally agrees to repay by the Agent, the Lenders shall return the amounts received by them to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including at the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the a Borrower under this Agreementa Facility which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders in each Lender any amount other than Lender’s Proportionate Share of such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentFacility;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment under a Facility, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance under a Facility has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, ’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from a Borrower on a Business Day (not later than the Borrower before the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender’s share of a Drawdown, Conversion, Rollover or Repayment under a Facility in order that the Outstanding Advances due to such Lender under such Facility shall be approximately in accordance with such Lender’s Proportionate Share of such Facility; provided that no such adjustments shall result in the aggregate amount of credit extended hereunder by any Lender under any Facility exceeding such Lender’s Commitment under such Facility.
Appears in 1 contract
Payments by Agent. (a) 12.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the a Credit, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) 12.5.2 Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by such Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be conclusive evidence of the amount owing in the absence of manifest error. If the payment is not received by the Agent from the Borrower within a reasonable time following the disbursement to the Lenders severally agrees to repay by the Agent, the Lenders shall return the amounts received by them to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including at the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.Interbank Reference
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the BorrowerBorrowers;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreementthe Facility which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders under the Facility in each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent’s Proportionate Share thereof;
(iii) if the Agent receives payments in respect of principal, interest, fees or other amounts owing by the Borrowers under the Syndicate Tranche and the Working Capital Tranche which are due on the same day, and if the amounts received are insufficient to satisfy all payments required under such Tranches on such day, the Agent shall distribute such amounts received among the Lenders under such Tranches in each Lender’s Proportionate Share of such Tranches;
(iv) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of its Commitment under the CreditFacility, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance under the Facility has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than by a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, ’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vvi) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vivii) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bviii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address previously notified to the Agent unless notice to the contrary is received by the Agent from such Lender; and
(ix) if the Agent has received written notice a payment from the Borrower before Borrowers on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) Each Borrower hereby irrevocably authorizes the Agent to debit any account maintained by it with the Agent in order to make payments to the Lenders as contemplated herein, if the Borrower has not paid such amount within one (1) Business Day after receipt from the Agent of a written request for such payment.
(c) The Agent may in its discretion from time to time make adjustments in respect of any Lender’s share of a Drawdown, Conversion, Rollover or repayment under the Facility in order that the Outstanding Principal due to such Lender under the Facility shall be approximately in accordance with such Lender’s Proportionate Share of the Facility.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and ----------------- all payments made by the Agent to the Lenders Banks hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender Bank until an amount in respect of that such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if If the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower Borrowers under this Agreement, the Agent shall have no obligation to remit to each Lender Bank any amount other than such LenderBank's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender Bank advances more or less than its Applicable Percentage Proportionate Share of the CreditLoans, that Lendersuch Bank's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderBank;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders Banks in the case of any dispute, determine in all cases the amount of all payments to which each Lender Bank is entitled and that such determination shall, in the absence of manifest erroreffort, be binding and conclusive; and
(vie) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders Banks referred to herein.
(b) . Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any Borrowers have not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which such Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that the Borrower has made such payment on has been or will be received from such date in accordance herewith Borrower when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due to Banks corresponding amounts. If the Lenders. In that event, if the payment by such Borrower has not is in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined not received by the Agent on the required date and the Agent has made available corresponding amounts to the Banks, the Borrowers shall, without limiting their other obligations under this Agreement, indemnify the Agent against any and liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by any Borrower under this Section shall be prima facie evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 1 contract
Samples: Credit Agreement (Mac-Gray Corp)
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the applicable Borrower;
(ii) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower under this Agreement, the Agent shall have no obligation to remit to each any Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the Agent;
(iii) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the Creditany Advance, that such Lender's entitlement to that any payment in respect of such Advance shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender including, for the avoidance of any doubt, any amounts attributable to contributions by a Lender as a Contributing Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than by a payment of principal) by the Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage Proportionate Share of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(v) the Agent shall forward all payments to a Lender to the address of such Lender set forth next to its name on the execution pages of this Agreement or as set forth in the Assignment Agreement executed by such Lender;
(vi) the Agent, acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vivii) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from actual knowledge that a Borrower has not made or will not make a payment to the Agent for value on the date in respect of which such Borrower before has notified the Agent that the payment will be made or on the date on which any such payment is due otherwise required to be made in accordance with the Agent for the account provisions of any Lender that the Borrower will not make such paymentthis Agreement, the Agent may shall be entitled to assume that the Borrower has made such payment on has been or will be received from such date in accordance herewith Borrower when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by such Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the applicable Borrower has not in fact made such paymentshall, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result and shall be secured by the Security. A certificate of the Agent with respect to any amount owing by a Borrower under this Section shall be conclusive evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 1 contract
Samples: Credit Agreement (MDC Partners Inc)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other The Lenders agree among themselves that, except as otherwise provided for in this Agreement (including but not limited to Sections 11.9 and 11.10), and except as necessary to adjust for Advances that are not in each Lender’s Applicable Percentage under the Credit, all than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the a Credit, that such Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that such payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the relevant Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b2) Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result, except for those arising from the Agent’s gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. If the payment is not received by the Agent from the Borrower within a reasonable time following the disbursement to the Lenders severally agrees to repay by the Agent, the Lenders shall return the amounts received by them to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including at the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i1) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii2) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iii3) if any Lender advances more or less than its Applicable Percentage of the CreditCredit Facility, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv4) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that such payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the Credit Facility or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(v5) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vi6) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
Samples: Credit Agreement (PHH Corp)
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, then subject to Section 8.02 the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage ’s Proportionate Share of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage Proportionate Share of the CreditCredit Facilities, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lender's entitlement to that payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and;
(vie) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein; and
(f) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender.
(b2) Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made and except to the extent that the Agent has received notice under Section 8.02, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each of the Lenders severally agrees to repay to without limiting its other obligations under this Agreement, indemnify the Agent forthwith against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error.
Appears in 1 contract
Payments by Agent. (a1) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's ’s Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the a Credit, that such Lender's ’s entitlement to that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's ’s Applicable Percentage of an Advance has been advanced, or a Lender's ’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that such payment shall be reduced in proportion to the length of time such Lender's ’s Applicable Percentage of the relevant Credit or such Lender's ’s Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b2) Unless the Agent has received written notice from actual knowledge that the Borrower before the date on which any has not made or will not make a payment is due to the Agent for value on the account date in respect of any Lender which the Borrower has notified the Agent that the Borrower payment will not make such paymentbe made, the Agent may shall be entitled to assume that such payment has been or will be received from the Borrower has made such payment on such date in accordance herewith when due and maythe Agent may (but shall not be obliged to), in reliance upon such assumption, distribute pay the amount due Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders. In that event, if the Borrower has not in fact made such paymentshall, then each without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result, except for those arising from the Agent’s gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. If the payment is not received by the Agent from the Borrower within a reasonable time following the disbursement to the Lenders severally agrees to repay by the Agent, the Lenders shall return the amounts received by them to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including at the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
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Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any a payment of principal, interest, fees or other amount owing by the a Borrower under this Agreementany Facility which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to distribute such amount received among the Lenders under such Facility in each Lender any amount other than Lender’s Proportionate Share of such Lender's Applicable Percentage of that amount which is the amount actually received by the AgentFacility;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of the Creditits Commitment under any Facility, that such Lender's ’s entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage ’s Proportionate Share of an Advance under any Facility thereof has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that such Lender's ’s entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, ’s Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received written notice a payment from a Borrower on a Business Day (not later than the Borrower before the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Borrower hereby irrevocably authorizes the Agent to debit any account maintained by it with the Agent in order to make payments to the Lenders as contemplated herein, if the Borrower has not paid such amount within one (1) Business Day after receipt from the Agent of a written request for such payment.
(c) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender’s share of a Drawdown, Conversion, Rollover or Repayment under any Facility in order that the Outstanding Advances due to such Lender under such Facility shall be approximately in accordance with such Lender’s Proportionate Share of such Facility.
Appears in 1 contract
Payments by Agent. (a) For greater certainty, the The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives less than the full amount of any payment payments in respect of principal, interest, fees or other amount amounts owing by the Borrower under this Agreementthe Syndicated Facility and the Working Capital Facility which are due, and if the amounts received are insufficient to satisfy all payments required under the Syndicated Facility and the Working Capital Facility on such day, the Agent shall have no obligation to remit to distribute such amounts received among the Lenders under the Syndicated Facility and the Working Capital Facility in each Lender any amount other than such Lender's Applicable Percentage Proportionate Share of that amount which is the amount actually received by the AgentCredit;
(iii) if any Lender advances has advanced more or less than its Applicable Percentage Proportionate Share of its Commitment under the Credit, that Lendersuch Xxxxxx's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage Proportionate Share of an Advance under the Facility has been advanced, or a Lender's Commitment has been outstanding, advanced for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, that Lendersuch Xxxxxx's entitlement to that receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such LenderXxxxxx's Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, Proportionate Share has actually been outstandingoutstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, shall be binding and conclusive; anddeemed to be prima facie correct;
(vi) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.;
(bvii) Unless all payments by the Agent to a Lender hereunder shall be made to such Lender at its address previously notified to the Agent unless notice to the contrary is received by the Agent from such Xxxxxx; and
(viii) if the Agent has received written notice a payment from the Borrower before on a Business Day (not later than the date on which any payment is due to the Agent time required for the account receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made entitled to receive its Proportionate Share of such payment on such date in accordance herewith and mayBusiness Day, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally Agent agrees to repay to the Agent forthwith pay interest on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of late payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Borrower hereby irrevocably authorizes the Agent to debit any account maintained by it with the Agent in order to make payments to the Lenders as contemplated herein, if the Borrower has not paid such amount within one (1) Business Day after receipt from the Agent of a written request for such payment.
(c) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Conversion, Rollover or repayment under the Facility in order that the Outstanding Principal due to such Lender under the Facility shall be approximately in accordance with such Xxxxxx's Proportionate Share of the Facility.
Appears in 1 contract
Samples: Credit Agreement
Payments by Agent. (a) For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of that such payment has been received by the Agent from the relevant Borrower;
(iib) if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Applicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender advances more or less than its Applicable Percentage of the a Credit, that such Lender's entitlement to that such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Applicable Percentage of an Advance has been advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the a Borrower relates, that such Lender's entitlement to that such payment shall be reduced in proportion to the length of time such Lender's Applicable Percentage of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and that such determination shall, in the absence of manifest error, be binding and conclusive; and
(vif) on written request from any Lenderupon request, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein.
(b) Unless the Agent has received written notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
Appears in 1 contract
