Examples of Excess Cash Flow Notice in a sentence

Holder may accept such redemption offer by written notice to the Note Obligors not later than five (5) Business Days after delivery of the Excess Cash Flow Notice and the Note Obligors shall make payment on the redemption within three (3) Business Days of its receipt of such notice of acceptance (such date of redemption to be a Redemption Date hereunder).

More Definitions of Excess Cash Flow Notice

Excess Cash Flow Notice shall have the meaning specified in Section 4(d). “Excess Cash Flow Redemption Offer” shall have the meaning specified in Section 4(d). “Excess Cash Flow Threshold” shall have the meaning specified in the Supplemental Bridge Letter. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Note (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to, any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York, currently at xxxx://xxx xxxxxxxxxx.xxx, or any successor source. “First Additional Bridge Funding Date” means the date of the First Additional Bridge Funding Event. “Holder” shall have the meaning specified in the introductory paragraph. “Interest Payment Due Date” shall have the meaning specified in Section 3(c). “Issuance Date” shall have the meaning specified in the preamble of this Note. “Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, code, ruling, or order of, including the administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, or any agreement with, any Governmental Authority. “Maturity Date” means, December 31, 2024. “Note Obligations Amount” means, as of any date of determination, an amount equal to the sum of (i) the Outstanding Principal Balance (or portion thereof, if applicable) as of the Close of Business on such date plus (ii) all accrued and unpaid interest on this Note (or portion thereof, if applicable) through, but excluding such date, which interest is not otherwise included in such Outstanding Principal Balance. “Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as of December 10, 2021, by and among the Note Obligors, the Guarantors and the Investors party thereto, as amended by that certain Omnibus Amendment, dated as of December 21, 2022, that certain Second Omnibus Amendment, dated as of November 6, 2023, that certain Waiver Forbearance and Third Amendment, dated as of June 10, 2024, and that certain Fourth Amendmen...

Excess Cash Flow Notice shall have the meaning specified in Section 7(y). “Excess Cash Flow Redemption” shall have the meaning specified in Section 7(y). “Excess Cash Flow Redemption Offer” shall have the meaning specified in Section 7(y). “Excess Cash Flow Trigger” shall mean (i) Excess Cash Flow equals a positive number and (ii) after giving effect to the Excess Cash Flow Redemption, the Note Obligors’ pro forma Liquidity is greater than or equal to $60,000,000. “Excluded Assets” has the meaning specified in the Security Agreement. “Excluded Subsidiary” means any Subsidiary of the Note Obligors that is not required to guarantee the Obligations pursuant to Section 9, each Foreign Subsidiary and any Domestic Subsidiary substantially all of the assets of which (whether held directly or through one or more entities disregarded for U.S. federal income tax purposes) consist of capital stock (or capital stock and debt) (including any debt instrument treated as equity for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs. “Existing HSBC Letters of Credit” means the letters of credit issued by HSBC Bank USA, N.A. for the account of the Issuer Parties prior to the First Amendment Effective Date, as disclosed on Schedule 8(a)(xvi) to the Disclosure Letter. “FCPA” has the meaning set forth in Section 2(r)(ii). “Fee Letter” means that certain Fee Letter dated as of the date hereof, by and among Sonder Holdings, Sonder USA, Sonder Hospitality, the Collateral Agent and the Notes Agent. “Financial Officer” means the chief financial officer, treasurer, chief accounting officer, head of finance, vice president of finance or corporate controller of the Note Obligors. “First Additional Bridge Funding Commitments” means as to each Investor, the amount set forth opposite each Investor’s name as a First Additional Bridge Funding Commitment on Schedule III to this Agreement. “First Additional Bridge Notes” means the Notes issued pursuant to this Agreement in connection with the First Additional Bridge Funding Event substantially in the form of Exhibit A-2, as amended and restated pursuant to Amendment No. 5. 70

Excess Cash Flow Notice means a notice delivered by the Issuer to the Bond Trustee in the form set out in Attachment 2.

Excess Cash Flow Notice means a notice of substantially in the form set out in Schedule A (Form of Excess Cash Flow Notice).

Excess Cash Flow Notice means a notice of substantially in the form set out in Schedule A (Form of Excess Cash Flow Notice). "Liquidity" means, in respect of each period during which the consolidated financial statements delivered pursuant to Clause 18.01 are delivered by the Guarantor (Euroseas), (i) cash at bank or in hand which is not subject to any Encumbrance, as shown in the applicable financial statements of the Guarantor (Euroseas), for such accounting period and determined in accordance with Applicable Accounting Principles plus (ii) cash pledged in favour of the Guarantor's (Euroseas) other financing banks for such accounting period Provided that in the case of Liquidity relating to each Ship and the Collateral Vessels only (but not the other Fleet Vessels) only cash held with the Lender which is not subject to any Encumbrance (other than in favour of the Lender) will be taken into account for the purposes of calculating the Liquidity in respect of the Ship and the Collateral Vessels; "Operating Expenses" means, in relation to each Ship or a Collateral Vessel, the aggregate costs, charges and expenses incurred by the Borrower and/or (as the case may be) a Collateral Owner or Euroseas in connection with the operation, employment, maintenance, repair, insurance of the Ship or, as the case may be, a Collateral Vessel, salaries and contributions, crew expenses, stores, spares, repairs, maintenance, general corporate and administrative expenses, lay - up and re-activation of the Ship or, as the case may be, a Collateral Vessel, and, for drydocking and/or special survey costs and expenses including a pro-rata reserve for drydocking and/or special survey costs which is to be accounted separately every quarter with any balance released (or, any excess charged to operating expenses) upon the completion of the relevant dry docking or special survey. "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. "Total Deferred Amount" means the amount of $3,330,000 representing the aggregate of (i) Deferred Amount and (ii) the Collateral Deferred Amounts as such amounts may be reduced from time to time pursuant to the provisions of Clause 11.01 of the Loan Agreement and the respective provisions of each Collateral Loan Agreement. "Write-down and Conversion Powers" means: 7

Excess Cash Flow Notice shall have the meaning specified in Paragraph 4E(c).

Excess Cash Flow Notice definition

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