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. 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. 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. 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. 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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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. 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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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.

  • Initial Loan The obligation of the Lender to make its initial Loan hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan, of the condition precedent that the Lender shall have received all of the following items, each of which shall be satisfactory to the Lender and its counsel in form and substance:

  • Existing Loan Seller represents and warrants to Buyer that the Existing Loan is the only indebtedness secured by the Property and that the information contained on Exhibit H is true, correct and complete in all material respects. To Seller’s Knowledge, neither Seller nor any guarantor is in default or breach of any provisions of the documents evidencing the Existing Loan and, to Seller’s Knowledge, no event or circumstance has occurred or exists which but for the passage of time would be a default under the Existing Loan. At Closing, Buyer shall accept the conveyance of the Property subject to the Existing Loan, including, without limitation, all liens securing its payment. If this Contract is still pending, by no later than fifteen (15) days after the Effective Date, Seller shall cause Existing Lender to deliver to Buyer (or for Seller to deliver to Buyer) a complete assumption and application, and thereafter Buyer shall, at its sole cost and expense, during the pendency of this Contract use diligent, commercially reasonable efforts, in cooperation with Seller, to facilitate Buyer’s assumption of the Existing Loan, including, without limitation, promptly furnishing and/or paying for all items required by the holder of the Existing Loan or its servicer to process Buyer’s application and pay all costs required by the holder of the Existing Loan or its servicer (such costs and all other costs and expenses of the holder of the Existing Loan or its servicer to consider, investigate, process, approve and document the transaction contemplated by this Contract, including all application, underwriting, legal, rating agency and assumption fees, being sometimes collectively referred to as the “Assumption Costs”); provided, however, in no event shall the Assumption Costs include any legal fees of Seller’s own counsel or legal fees of Existing Lender’s counsel necessitated by Seller’s negotiation of the Assumption Documents or necessitated by Seller’s pursuit of an exchange contemplated by Section 16.14 hereof. In addition, any assumption fee based solely on the amount of the Existing Loan need not be paid until Closing. Such efforts by Buyer shall include causing Buyer’s rights under this Contract to be assigned by no later than Closing to a single purpose entity or other special purpose entity as required by the holder of the Existing Loan or its servicer and causing an appropriate guarantor (“New Guarantor”) to become a guarantor of any non-recourse carveouts and environmental indemnitees of the Existing Loan in place and stead of the principals of Seller from and after the Closing Date. If the Assumption Documents require that Buyer or New Guarantor give representations or warranties to Existing Lender with respect to matters affecting the Property prior to Closing, Seller and such principals of Seller currently liable therefor shall indemnify, defend and hold harmless Buyer and New Guarantor from all claims from Existing Lender and all damages, costs and expenses owed to Existing Lender as a result of a breach thereof, provided that the representations and warranties so made are limited to reasonable matters affecting the Property prior to Closing. Except as expressly provided in this Section 4.4, Buyer, and not Seller, shall be responsible for all costs, fees and expenses incurred or payable as a result of the Assumption Costs and complying with the requirements of the Existing Loan for an assumption, and Buyer hereby agrees to indemnify, defend and hold harmless Seller from all of said costs, fees and expenses. Buyer’s foregoing indemnity regarding the Assumption Costs shall survive Closing and any termination of this Contract. The liens, assignments and security interests of the Existing Loan shall each be Permitted Exceptions (as shall be the Assumption Document to be executed at Closing).

  • Mortgage Loan repurchased (The Master Servicer hereby certifies that the Purchase Price has been credited to the Collection Account or the Certificate Account (whichever is applicable) pursuant to the Trust Agreement.)

  • Loan Amount 5. ACCOUNT NAME(S) ............................................................................................................................................................................. BANK NAME / BRANCH ..................................................................................................................................................................

  • 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.

  • The Loan Section 2.01. (a) ADB agrees to lend to the Borrower from ADB's ordinary capital resources an amount of one hundred million Dollars ($100,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.06 of this Loan Agreement.

  • Mortgage Loan The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

  • 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.

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