Purchaser Loan Sample Clauses

Purchaser Loan. Within five (5) Business Days of the execution of this Agreement, Purchaser shall extend to the Company a loan in a principal amount of not less than $3,000,000 and up to $5,000,000 which shall be due and payable within thirty (30) days upon any termination of this Agreement pursuant to Section 7.1 hereof, and otherwise on such terms and subject to such conditions as are reasonably acceptable to and agreed between the Purchaser and the Company and memorialized in a promissory note executed and delivered by the Company in favor of the Purchaser on the date hereof, which shall include, but not be limited to, interest at the rate of 5% per annum, provided further, that at the execution of this Agreement, the Company shall specify the account wherein the loan proceeds shall be transmitted by Purchaser via wire transfer of immediately available funds. The Parties hereby agree that the purpose of the loan is to enable the Purchaser and the Company to work together to accelerate the internationalization of the Company’s business and its export activities.
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Purchaser Loan. At the Closing, Purchaser shall loan to AHS an aggregate of $74,028,068.74 (the "Loan Amount") and AHS shall issue to Purchaser a Promissory Note in the form attached hereto as Exhibit 2.4 (the "Promissory Note") evidencing such loan.
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Purchaser Loan. If and to the extent that the Corporation does not have sufficient cash on hand to make the Seller Tax Distribution and/or up to $6,000,000 of additional payments and distributions allowed to be made by the Corporation hereunder prior to the Closing, Purchaser shall, upon request by Sellers, make a loan (the "Purchaser Loan") to the Corporation prior to the Closing in an amount sufficient to enable the Corporation to make such payments and distributions. The Purchaser Loan shall (i) be personally guaranteed by Sellers, (ii) mature on the earlier of the day after the Closing Date and January 2, 1999, (iii) bear interest at the interest rate chargeable on a loan in equal amount made to the Corporation under the Line of Credit, and (iv) have such other terms as shall be mutually agreed by the Corporation and Purchaser, acting in good faith and in a commercially reasonable manner. In the event that a separate guaranty is not executed by Sellers with respect to the Purchaser Loan, the guaranty provided for in clause (i) above shall expire and have no force or effect upon the consummation of the Closing.
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Purchaser Loan. At the First Closing, Purchaser shall loan to CIBO the sum of One Million Dollars ($1,000,000), for which CIBO shall give a promissory note in the form attached as Exhibit D (the “Purchaser Loan”). CIBO shall use the proceeds of the Purchaser Loan to make an additional immediate prepayment on the Second Note.
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Purchaser Loan. The Purchaser shall have (i) appropriately recorded in its books and records and have marked as paid and satisfied in full that certain Secured Term Note dated July 16, 2007, (ii) taken all actions necessary to terminate or cancel of record all financing statements or other evidence of the lien of or secured financing by the Purchaser or its Affiliates, and (iii) delivered the original Secured Term Note and copies of all other applicable loan documents to the Seller marked as paid and satisfied in full.
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Purchaser Loan. If requested by the Company at least three (3) Business Days prior to the Effective Date, or such later date as agreed to by Purchaser and the Company, acting reasonably and having regard to the availability of the Debt Financing, Purchaser shall advance, or shall cause to be advanced, to or as directed by the Company, an amount in cash (the “Purchaser Loan”) equal to the sum of: (i) the aggregate cash amount payable in respect of Company DSUs pursuant to Section 3.1(d)(iii); (ii) the aggregate cash amount payable in respect of Company RSUs pursuant to Section 3.1(d)(v); (iii) the aggregate cash amount payable in respect of Company SARs pursuant to Section 3.1(d)(vi); and (iv) the aggregate amount payable, if any, in respect of the repayment and/or refinancing of any Indebtedness, excluding Indebtedness that will remain outstanding after the Effective Time, or other amounts as may be specified in the Pre-Closing Notice owing by the Company and/or its Subsidiaries in connection with the transactions contemplated by the Arrangement Agreement (including, if applicable, any amounts owing under the Company Credit Agreement, the Company Inventory Monetization Agreement and the SIF Agreement) (the “Refinancing”), with a portion of the proceeds of such advance to be used by the Company to pay the subscription price for the Company Subsidiary Subscriptions and the balance of such proceeds to be used by the Company to satisfy its cash payment obligations pursuant to Section 3.1(d) and in satisfaction of the amounts payable by the Company in connection with the Refinancing, with such advance to be evidenced by a demand, non-interest bearing promissory note issued by the Company in favour of Purchaser.
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Purchaser Loan. As of the date of this Agreement, Purchaser intends to fund at least $16,000,000 of the Merger Consideration using the proceeds of a loan from a third-party lender. Purchaser shall use its commercially reasonable best efforts to (A) obtain, within 30 days of the date of this Agreement, a binding commitment letter from such third-party lender with respect to such loan, a copy of which Purchaser shall promptly deliver to Xxxxxxx, (B) comply with the terms and conditions of such commitment letter through the closing of such loan, and (C) obtain, prior to the Closing, such loan (or if such loan cannot be obtained for any reason, use its commercially reasonable best efforts to obtain another loan) in the actual principal amount that Purchaser deems necessary to ensure that (1) its representation and warranty made in Section 4.5 hereof will be true and correct as of the Closing Date in accordance with the Article IV Standard and (2) the condition set forth in Section 6.1(j) hereof will be satisfied. Purchaser shall promptly notify Xxxxxxx if either the Purchaser or the third-party lender with which Purchaser enters into a binding commitment for such loan terminates, is in breach of, or defaults under the binding commitment letter referred to in clause (A) of this paragraph (v).
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Purchaser Loan. The Purchaser agrees to loan US$700,000 to the Company to enable the Company to repay all Company Excess Liabilities prior to the Effective Time. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser (or its designee) to, or as directed by, the Company three (3) Business Days prior to the Effective Date and shall be evidenced by the issuance of a demand promissory note, in form and substance satisfactory to the Purchaser, in its sole discretion. The Purchaser Loan shall automatically become repayable in full if this Agreement is terminated prior to the Effective Date pursuant to Section 7.2.
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Related to Purchaser Loan

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • Shareholder Loans (a) Each Obligor will procure that prior to any Restricted Person making any Financial Indebtedness (other than Permitted Payments) available to any member of the Borrower Group, such Restricted Person shall enter into a Pledge of Subordinated Shareholder Loans on terms and conditions satisfactory to the Facility Agent and a Security Provider’s Deed of Accession and provides (i) the Facility Agent with such documents and evidence as it may reasonably require as to the power and authority of the Restricted Person to enter into such Pledge of Subordinated Shareholder Loans and Security Provider’s Deed of Accession and that the same constitute valid and legally binding obligations of such Restricted Person enforceable in accordance with their terms subject (to the extent applicable) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) notification of such pledge to the relevant member of the Borrower Group. (b) Each Obligor shall ensure that each Subordinated Shareholder Loan and each shareholder loan entered into between an Obligor which is a party to an Obligor Pledge of Shareholder Loans as a creditor and a member of the Borrower Group is governed by the law of The Netherlands.

  • Bridge Loan (a) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.

  • Purchaser Indemnity In consideration of the Company's execution and delivery of this Agreement and issuing the Common Shares hereunder and in addition to all of the Purchaser's other obligations under the Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors and employees (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Purchaser or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

  • Commitments of the BUYER The BUYER undertakes that no official of the BUYER, connected directly or indirectly with the contract, will demand, take a promise for or accept, directly or through intermediaries, any bribe, consideration, gift, reward, favour or any material or immaterial benefit or any other advantage from the BIDDER, either for themselves or for any person, organisation or third party related to the contract in exchange for an advantage in the bidding process, bid evaluation, contracting or implementation process related to the contract.

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • Member Loans The Member may make loans (“Member Loans”) to the Company, which shall bear interest and be repaid on such reasonable terms and conditions as may be approved by the Member.

  • Advance of Funds by the Mortgage Loan Seller Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

  • Purchaser Obligations EXPIRATION. Upon expiration of this Participating Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Agreement. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Participating Addendum that is executed prior to expiration of this Participating Addendum allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Agreement.

  • Seller Financing Seller agrees to provide financing to the Buyer under the following terms and conditions:

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