Working Capital Agreement Sample Clauses
A Working Capital Agreement clause defines the terms under which a business secures and manages short-term funding to cover its day-to-day operational expenses. Typically, this clause outlines the amount of working capital to be provided, the conditions for its use, and the repayment terms, often involving revolving credit lines or short-term loans. By establishing clear guidelines for accessing and repaying working capital, this clause ensures that the business maintains sufficient liquidity to operate smoothly and addresses potential cash flow gaps.
Working Capital Agreement. Credit Parties have advised Agents that the obligations under the Working Capital Agreement have been repaid in full, and that the Working Capital Agreement and the Working Capital Documents have been terminated. Credit Parties, Agents and Lenders hereby agree that (a) Credit Parties shall take all actions reasonably required by Agents to cause Agents to become the “Creditor Representative” with respect to the Blocked Accounts, and to take all other actions reasonably requested by Agents in connection with the termination of the Working Capital Agreement and the Working Capital Documents, and (b) any term in any Credit Document or any other Credit Document that refers to a term defined in the Working Capital Agreement shall be deemed to refer to such term as of the last date the Working Capital Agreement was in effect (except to the extent that such term refers only to such term as in effect on a specific date), and any reference to any judgment of the Working Capital Agent shall be deemed to be a judgment of the Agents.
Working Capital Agreement. The Parties shall have acted in good faith to negotiate for a mutually acceptable written instrument establishing “working capital” mechanics that function as an adjustment to the Closing Consideration; each Party shall be under no good faith obligation to enter into such instrument and may, in its sole and absolute discretion, chose not to.
Working Capital Agreement. (i) Administrative Agent shall have received a fully executed copy of the Working Capital Agreement and each other Working Capital Document executed in connection therewith, certified as true and correct by an Authorized Officer of Holdings. Each Working Capital Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to Administrative Agent and no provision thereof shall have been modified or waived in any respect determined by Administrative Agent to be material, in each case without the consent of Administrative Agent.
(ii) Administrative Agent shall have received evidence satisfactory to it that all conditions to the closing of the transactions contemplated by the Working Capital Documents (other than the funding of the Loans hereunder) have been satisfied, and the Administrative Agent shall have received a certificate from an Authorized Officer of Holdings so stating. No Working Capital Loans shall be funded on the Closing Date.
Working Capital Agreement. No Credit Party shall:
(a) amend, modify or waive, or request or agree to, any amendment, modification or waiver of any provision of the Working Capital Agreement other than any amendment, modification or waiver expressly permitted by the terms of the Intercreditor Agreement;
(b) request any Working Capital Loan unless the aggregate amount of Revolving Loans outstanding at such time equals $50,000,000; and
(c) at any time, permit (i) the sum of (A) the outstanding principal amount of the Revolving Loans, plus (B) $50,000,000, plus (C) the outstanding aggregate principal amount of all Working Capital Loans, plus (D) the undrawn amount of all Working Capital Letters of Credit, plus (E) the Incremental Availability Reserve, plus (F) the Minimum Availability Amount, to exceed (ii) the Working Capital Borrowing Base (without giving effect to the Revolver/Term Loan A Reserve, the Incremental Availability Reserve or the Minimum Availability Amount, but after giving effect to all other Reserves (as defined in the Working Capital Agreement) then in effect) (the amount by which the amount of clause (i) above exceeds the amount of clause (ii) above is hereafter referred to as the “Borrowing Base Excess”), provided that, if any Borrowing Base Excess exists, the Borrowers shall, immediately upon the occurrence of such Borrowing Base Excess, take the following actions in the following order:
(i) prepay the Working Capital Loans in the amount of such Borrowing Base Excess;
(ii) cash collateralize the undrawn amount of the outstanding Working Capital Letters of Credit in the amount of such Borrowing Base Excess;
(iii) prepay the Revolving Loans in the amount of such Borrowing Base Excess; and
(iv) prepay the Tranche A Term Loan in the amount of such Borrowing Base Excess.