Rebalancing of Capital Sample Clauses

Rebalancing of Capital. On the date hereof, the Seller will repay a portion of the outstanding Capital in the amounts for each Purchaser specified in the flow of funds memorandum, dated as of the date hereof; provided that all accrued and unpaid Discount with respect to such Capital so repaid shall be payable by the Seller to Gotham, as applicable, on the next occurring Settlement Date. The Seller hereby requests that Mizuho and SMBC fund a Purchase on the date hereof in an amount set forth in the flow of funds memorandum. Such Purchase shall be funded by Mizuho and SMBC, each as Related Committed Purchaser, on the date hereof in accordance with the terms of the Receivables Purchase Agreement and upon satisfaction of all conditions precedent thereto specified in the Receivables Purchase Agreement; provided, however, that no Purchase Notice shall be required therefor. For administrative convenience, the Seller hereby instructs Mizuho and SMBC to fund the foregoing Purchase by paying the proceeds thereof directly to MUFG to the accounts and in the amounts specified in the flow of funds memorandum to be applied as the foregoing repayment of MUFG’s Capital (as applicable) on the Seller’s behalf. The Seller shall be deemed to have received the proceeds of such Purchase from Mizuho and SMBC for all purposes immediately upon receipt thereof by MUFG, respectively.
Sample 1See All (8)
AutoNDA by SimpleDocs
Rebalancing of Capital. On the date hereof, the Borrower will repay a portion of the outstanding Capital as set forth on the final flow of funds memorandum provided by the Administrative Agent on the date hereof. The Borrower hereby requests that PNC fund a Loan on the date hereof as set forth on the final flow of funds memorandum provided by the Administrative Agent on the date hereof. Such Loan shall be funded by PNC on the date hereof in accordance with the terms of the Receivables Financing Agreement and upon satisfaction of all conditions precedent thereto specified in the Receivables Financing Agreement; provided, however, that, notwithstanding anything to the contrary in the Receivables Financing Agreement, no Loan Request shall be required for the amount specified in the flow of funds memorandum. For administrative convenience, the Borrower hereby instructs PNC to fund the foregoing Loan by paying the proceeds thereof directly to the accounts specified in the flow of funds memorandum by PNC, to be applied as the foregoing repayment of Capital on the Borrower’s behalf.
Sample 1
Rebalancing of Capital. At or before 3:00 p.m. (New York time) on the date hereof, each Assignee Purchaser shall pay to PNC the applicable amount set forth on the flow of funds memorandum attached hereto as Exhibit A opposite such Assignee Purchaser’s (or its Purchaser Agent’s) name (such amounts, collectively, the “Total Purchase Price”) representing a portion of the aggregate outstanding Capital amount of PNC. The payments made pursuant to this section shall be made in accordance with the wire instructions provided by PNC. Upon receipt by the PNC of the Total Purchase Price, PNC hereby sells, transfers and assigns to the Assignee Purchasers, without recourse, representation or warranty, and each Assignee Purchaser hereby irrevocably takes, receives and accepts from PNC, its applicable portion of PNC’s Purchases and all related rights under the Receivables Purchase Agreement and the other Transaction Documents with respect thereto (collectively, the “Total Assigned Purchases”).
Sample 1
Rebalancing of Capital. (a) As of the date hereof and prior to giving effect to this Amendment, the payment of the Paydown Amount and the Payoff Agreement, (i) the aggregate outstanding Capital funded by PNC is $63,520,000 and (ii) the aggregate outstanding Capital funded by Victory is $15,880,000 (the “Victory Capital”). In connection with the removal of MUFG and Victory as parties to the Agreement, the parties hereto desire to provide for (A) a non-ratable Purchase by PNC and (B) the non-ratable repayment of the Victory Capital, in each case, on the terms described below. (b) On the date hereof and prior to consummating the PNC Purchase (as defined below), the Seller intends to repay a portion of the Victory Capital in an amount equal to the Paydown Amount. (c) The Seller hereby requests that PNC make a non-ratable Purchase on the date hereof in an amount equal to $11,480,000 (such Purchase, the “PNC Purchase”). For administrative convenience, the Seller hereby requests that PNC transfer the proceeds of the PNC Purchase by wire transfer to the applicable account specified below, and the amount so transferred at the Seller’s direction shall be applied as a repayment by the Seller of the remaining portion of the Victory Capital. Bank account information for purposes of funding the PNC Purchase is as follows: Bank: ABA # Account No.
Sample 1
Rebalancing of Capital. The parties hereto hereby agree as follows: (a) The Seller hereby (a) requests that Liberty Street Funding LLC, in its capacity as the Liberty Street Conduit Purchaser (“Liberty Street”), make a Purchase (the “Amendment Purchase”) in the amount of $119,850,000 (the “Amendment Purchase Amount”) on the Amendment Effective Date and (b) designates that the Amendment Purchase shall be funded by Liberty Street into the account of Xxxxxxxx Funding Corporation set forth on Schedule VI to the Receivables Purchase Agreement. This clause (a) constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. (b) Subject to the prior satisfaction of all conditions precedent to Purchases set forth in the Receivables Purchase Agreement, not later than 3:00 p.m. New York City time on the Amendment Effective Date, Liberty Street shall fund the Amendment Purchase by advancing an amount equal to the Amendment Purchase Price by wire transfer in immediately available funds to the account designated by the Seller in clause (a) above. (c) After giving effect to the Amendment Purchase pursuant to this Article IV, (i) the Capital of the Xxxxxxxx Purchaser Group will be zero ($0) and (ii) the Capital of the Liberty Street Purchaser Group will be $255,000,000.
Sample 1
Rebalancing of Capital. On the date hereof, the Seller will repay $8,888,888.89 of PNC’s outstanding Capital; provided that all accrued and unpaid Discount with respect to such Capital so repaid shall be payable by the Seller to PNC on the next occurring Settlement Date. The Seller hereby requests that Atlantic or CACIB fund an initial Purchase on the date hereof in an amount of Capital equal to $8,888,888.89. Such Purchase shall be funded by Atlantic or CACIB on the date hereof in accordance with the terms of the Receivables Purchase Agreement and upon satisfaction of all conditions precedent thereto specified in the Receivables Purchase Agreement; provided, however, that no Purchase Notice shall be required therefor. For administrative convenience, the Seller hereby instructs Atlantic and CACIB to fund the foregoing Purchase by paying the proceeds thereof directly to the account specified by PNC to be applied as the foregoing repayment of PNC’s Capital on the Seller’s behalf. The Seller shall be deemed to have received the proceeds of such Purchase from Atlantic or CACIB (as applicable) for all purposes immediately upon PNC’s receipt thereof. PNC shall notify Seller upon receipt of such proceeds from CACIB.
Sample 1
Rebalancing of Capital. On the date hereof, the Seller will repay a portion of the outstanding Capital in the amounts specified in the flow of funds memorandum attached hereto as Exhibit C. The Seller hereby requests that Fifth Third and PNC ratably fund a Purchase on the date hereof in an amount set forth in Exhibit C hereto. Such Purchase shall be funded on the date hereof in accordance with the terms of the Receivables Purchase Agreement and upon satisfaction of all conditions precedent thereto specified in the Receivables Purchase Agreement; provided, however, that no Purchase Notice shall be required therefor. For administrative convenience, the Seller hereby instructs Fifth Third and PNC to fund the foregoing Purchase by paying the proceeds thereof directly to the accounts and in the amounts specified in Exhibit C hereto to be applied as the foregoing repayment of Capital (as applicable) on the Seller’s behalf.
Sample 1
AutoNDA by SimpleDocs
Rebalancing of Capital. (a) As of the date hereof and prior to giving effect to this Amendment, PNC’s aggregate Capital is $74,977,777.78 (the “PNC Capital”) and the aggregate Capital of the Purchasers in Victory’s Purchaser Group is $21,422,222.22 (the “Victory Capital”). In connection with the amendments to the Agreement pursuant to this Amendment, the parties hereto desire to provide for the partial repayment of the Victory Capital and a Purchase by PNC, in each case, on the terms described below. (b) The Seller shall repay $2,142,222.22 of the Victory Capital on the date hereof, and the parties hereto agree that this Amendment shall constitute a Purchase Notice pursuant to Section 1.2(a) of the Agreement notwithstanding that such Purchase Notice is not being delivered in the form of Annex B to the Agreement. The Seller hereby requests that PNC make a Purchase on the date hereof in an amount of Capital equal to $2,142,222.22 (such Purchase, the “PNC Purchase”). For administrative convenience, the Seller hereby requests that PNC fund the Capital of the PNC Purchase in an amount equal to $2,142,222.22 by wire transfer to Victory’s account specified below, and the amount so transferred at the Seller’s direction shall be applied as a partial repayment by the Seller of the Victory Capital. Victory’s account for such purpose is the following: Bank: The Bank of Tokyo-Mitsubishi UFJ, Ltd. ABA: 000-000-000 Account #: 000-000-000 Account Name: VRC Reference: Triumph Receivables, LLC (c) All unpaid Discount and Fees that accrued prior to the date hereof on or with respect to the Victory Capital (including the portion thereof repaid pursuant to this Amendment) shall be paid on the Settlement Date first occurring after the date hereof in accordance with the terms of the Agreement and the other Transaction Documents. (d) After giving effect to the foregoing partial repayment of the PNC Capital and the Victory Capital, the aggregate outstanding Capital funded by PNC will be $77,120,000.00 and the aggregate outstanding Capital funded by the Purchasers in Victory’s Purchaser Group will be $19,280,000.00. (e) Notwithstanding the foregoing, and for the avoidance of doubt, PNC shall not be required to make or fund the PNC Purchase unless all the conditions precedent thereto set forth in the Agreement (including, without limitation, those set forth in Section 2 of Exhibit II to the Agreement) have been satisfied; provided, however, that the provision of Section 1.2(a) of the Agreement requiring th...
Sample 1

Related to Rebalancing of Capital

  • Withdrawals of Capital No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

  • Maintenance of Capital Accounts There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of Net Income of the Partnership and any item of income or gain (including unrealized gain to the extent allowable) that is specially allocated for Section 704(b) book purposes to such Partner pursuant to Section 5.4(e) or Section 6.2(b), and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner, (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss of the Partnership and any item of deduction or loss (including unrealized loss to the extent allowable) that is specially allocated for Section 704(b) book purposes to such Partner pursuant to Section 6.2(b), and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership and (c) otherwise maintained in accordance with the provisions of the Code and the United States Treasury Regulations promulgated thereunder. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. Notwithstanding anything to the contrary contained in this Agreement, the General Partner shall maintain the Capital Accounts of the Partners in accordance with the principles and requirements set forth in Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder, provided, however, for purposes of this Agreement, (i) each holder of a series of Class B Common Units that is also a holder of regular Common Units, another series of Class B Common and/or a series of Class C Common Units and (ii) each holder of a series of Class C Common Units that is also a holder of regular Common Units, another series of Class C Common Units and/or a series of Class B Common Units shall, in each case under clause (i) or clause (ii), be deemed to have a separate Capital Account for each series of Class B Common Units, for each series of Class C Common Units and for the regular Common Units held by such holder. The Capital Account balance of a Partner with respect to each Preferred Unit held by such Partner shall equal the Liquidation Preference per Preferred Unit as of the date such Preferred Unit is initially issued and shall be increased as set forth in Article XVI.

  • Return of Capital (a) Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. (b) Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Withdrawal of Capital No Member may withdraw all or any part of its Capital Contribution except with the unanimous consent of the mangers or as provided in Article III (regarding distributions generally) or Article VIII (regarding dissolution of the Company).

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Transfer of Capital Accounts The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock. (b) Borrowers will not, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement or the Security Agreement, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!