Common use of Aggregate Amount Clause in Contracts

Aggregate Amount. Braemar shall pay to Al Shams an aggregate amount of $25,000,000 in consideration for the settlement of the Disputed Claims, the release provided under Section 2.1 and the other provisions of this Agreement, and Braemar shall pay to Al Shams an aggregate amount of $15,000,000 as reimbursement of expenses incurred by Al Shams in connection with its conflict and disagreements with Braemar (such amounts collectively, the “Settlement Payment”). To the extent that Braemar does not have sufficient funds on the date any installment portion of the Settlement Payment is due (other than the payment due on the Effective Date), taking into account any reserves for working capital and upcoming liquidity needs as reasonably determined by the Board, subject to compliance with NYSE listing rules, Braemar may settle any remaining portion of such payment in shares of Braemar common stock based on the 30-day VWAP on such date, in an aggregate amount not to exceed $4,000,000 (the “Stock Settlement”); provided, however, that, in the event the issuance of any such shares of Braemar common stock would cause Al Shams (together with its affiliates) to beneficially or constructively own in excess of 9.8% of the outstanding shares of Braemar common stock or otherwise violate the ownership limitations set forth in Braemar’s Articles of Amendment and Restatement, as amended (the “Articles of Amendment and Restatement”), then, prior to the issuance of any such shares, the Board must take all necessary actions to promptly grant Al Shams an exception to such limitations and establish an Excepted Holder Limit (as such term is defined in the Articles of Amendment and Restatement) that permits Al Shams (together with its affiliates) to own all such additional shares together with all shares then-owned by such entities until such time as Al Shams voluntarily divests a sufficient number of shares so that it (together with its affiliates) ceases to beneficially or constructively own 9.8% of the outstanding shares of Braemar common stock. The grant of such exception and Excepted Holder Limit shall not be subject to any other conditions, obligations or requests by the Company or the Board or any additional undertakings, acknowledgements or agreements of any kind other than certain representations customary for Braemar to determine compliance with applicable tax and securities laws.

Aggregate Amount. Braemar shall pay Subject to Al Shams the limitations in Section 3.1.2, Section 3.6 and elsewhere herein, each Lender commits to make available to Borrower, from the Effective Date to the Revolving Loan Maturity Date, such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an aggregate “Aggregate Revolving Loan Commitment” that is initially Eighty Million Dollars ($80,000,000), but which may decrease from time to time as provided herein, minus the outstanding amount of $25,000,000 in consideration for the settlement Swingline Loans and minus the outstanding amount of the Disputed ClaimsAggregate Floorplan Loans made and outstanding Approvals granted due to any unused portion of the Aggregate Revolving Loan Facility as provided in Section 3.2.1, by funding such Lender’s pro-rata share of Revolving Loan Advances made from time to time by Administrative Agent as provided herein. Subject to the release provided under limitations in Section 2.1 3.1.2 and elsewhere herein, payments and prepayments that are applied to reduce the other provisions Aggregate Revolving Loan may be reborrowed through Revolving Loan Advances. Each Lender’s Revolving Loan Commitment is its pro-rata share of the Aggregate Revolving Loan Commitment. Upon any reduction of the Aggregate Revolving Loan Commitment permitted in this Agreement, and Braemar shall pay to Al Shams an aggregate amount each Lender’s Revolving Loan Commitment will automatically reduce by such Lender’s pro-rata share of $15,000,000 as reimbursement of expenses incurred by Al Shams in connection with its conflict and disagreements with Braemar (such amounts collectively, the “Settlement Payment”). To the extent that Braemar does not have sufficient funds on the date any installment portion reduction of the Settlement Payment is due (other than the payment due on the Effective Date), taking into account any reserves for working capital and upcoming liquidity needs as reasonably determined by the Board, subject to compliance with NYSE listing rules, Braemar may settle any remaining portion of such payment in shares of Braemar common stock based on the 30-day VWAP on such date, in an aggregate amount not to exceed $4,000,000 (the “Stock SettlementAggregate Revolving Loan Commitment.”); provided, however, that, in the event the issuance of any such shares of Braemar common stock would cause Al Shams (together with its affiliates) to beneficially or constructively own in excess of 9.8% of the outstanding shares of Braemar common stock or otherwise violate the ownership limitations set forth in Braemar’s Articles of Amendment and Restatement, as amended (the “Articles of Amendment and Restatement”), then, prior to the issuance of any such shares, the Board must take all necessary actions to promptly grant Al Shams an exception to such limitations and establish an Excepted Holder Limit (as such term is defined in the Articles of Amendment and Restatement) that permits Al Shams (together with its affiliates) to own all such additional shares together with all shares then-owned by such entities until such time as Al Shams voluntarily divests a sufficient number of shares so that it (together with its affiliates) ceases to beneficially or constructively own 9.8% of the outstanding shares of Braemar common stock. The grant of such exception and Excepted Holder Limit shall not be subject to any other conditions, obligations or requests by the Company or the Board or any additional undertakings, acknowledgements or agreements of any kind other than certain representations customary for Braemar to determine compliance with applicable tax and securities laws.

Aggregate Amount. Braemar shall pay Subject to Al Shams the limitations in Section 3.1.2, Section 3.6 and elsewhere herein, each Lender commits to make available to Borrower, from the Effective Date to the Revolving Loan Maturity Date, such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an aggregate “Aggregate Revolving Loan Commitment” that is initially Sixty Eight Million Seven Hundred Thousand Dollars ($68,700,000), but which may decrease from time to time as provided herein, minus the outstanding amount of $25,000,000 in consideration for the settlement Swingline Loans and minus the outstanding amount of the Disputed ClaimsAggregate Floorplan Loans made and outstanding Approvals granted due to any unused portion of the Aggregate Revolving Loan Facility as provided in Section 3.2.1, by funding such Lender’s pro-rata share of Revolving Loan Advances made from time to time by Administrative Agent as provided herein. Subject to the release provided under limitations in Section 2.1 3.1.2 and elsewhere herein, payments and prepayments that are applied to reduce the other provisions Aggregate Revolving Loan may be reborrowed through Revolving Loan Advances. Each Lender’s Revolving Loan Commitment is its pro-rata share of the Aggregate Revolving Loan Commitment. Upon any reduction of the Aggregate Revolving Loan Commitment permitted in this Agreement, and Braemar shall pay to Al Shams an aggregate amount each Lender’s Revolving Loan Commitment will automatically reduce by such Lender’s pro-rata share of $15,000,000 as reimbursement of expenses incurred by Al Shams in connection with its conflict and disagreements with Braemar (such amounts collectively, the “Settlement Payment”). To the extent that Braemar does not have sufficient funds on the date any installment portion reduction of the Settlement Payment is due (other than the payment due on the Effective Date), taking into account any reserves for working capital and upcoming liquidity needs as reasonably determined by the Board, subject to compliance with NYSE listing rules, Braemar may settle any remaining portion of such payment in shares of Braemar common stock based on the 30-day VWAP on such date, in an aggregate amount not to exceed $4,000,000 (the “Stock SettlementAggregate Revolving Loan Commitment.”); provided, however, that, in the event the issuance of any such shares of Braemar common stock would cause Al Shams (together with its affiliates) to beneficially or constructively own in excess of 9.8% of the outstanding shares of Braemar common stock or otherwise violate the ownership limitations set forth in Braemar’s Articles of Amendment and Restatement, as amended (the “Articles of Amendment and Restatement”), then, prior to the issuance of any such shares, the Board must take all necessary actions to promptly grant Al Shams an exception to such limitations and establish an Excepted Holder Limit (as such term is defined in the Articles of Amendment and Restatement) that permits Al Shams (together with its affiliates) to own all such additional shares together with all shares then-owned by such entities until such time as Al Shams voluntarily divests a sufficient number of shares so that it (together with its affiliates) ceases to beneficially or constructively own 9.8% of the outstanding shares of Braemar common stock. The grant of such exception and Excepted Holder Limit shall not be subject to any other conditions, obligations or requests by the Company or the Board or any additional undertakings, acknowledgements or agreements of any kind other than certain representations customary for Braemar to determine compliance with applicable tax and securities laws.

Aggregate Amount. Braemar shall pay Subject to Al Shams the limitations in Section 3.1.2, Section 3.6 and elsewhere herein, each Lender commits to make available to Borrower, from the Effective Date to the Revolving Loan Maturity Date, such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an aggregate “Aggregate Revolving Loan Commitment” that is initially Twenty Million Dollars ($20,000,000), but which may decrease from time to time as provided herein, by funding such Lender’s pro-rata share of Revolving Loan Advances made from time to time by Administrative Agent as provided herein. Subject to the limitations in Section 3.1.2 and elsewhere herein, payments and prepayments that are applied to reduce the Aggregate Revolving Loan may be reborrowed through Revolving Loan Advances or, subject to the terms and provisions herein, reborrowed through Swingline Advances. Each Lender’s Revolving Loan Commitment is its pro-rata share of the Aggregate Revolving Loan Commitment. At anytime after the first Anniversary Date and from time to time thereafter, Borrower may reduce the amount of the Aggregate Revolving Loan Commitment in whole multiples of $25,000,000 in consideration for 5,000,000, but only if (i) Borrower gives Administrative Agent written notice of Borrower’s intention to make such reduction at least three Business Days prior to the settlement effective date of the Disputed Claimsreduction, (ii) such reduction does not reduce the release provided Aggregate Revolving Loan Commitment below the Maximum Swingline Amount, and (iii) Borrower makes on the effective date of the reduction any payment of principal and accrued but unpaid interest on the Aggregate Revolving Loan required under this Agreement as a consequence of the reduction, including, without limitation, as set forth in Section 2.1 and 6.3.2. Any such reduction of the other provisions amount of the Aggregate Revolving Loan Commitment, whether scheduled or voluntary, shall be permanent. Upon any reduction of the Aggregate Revolving Loan Commitment permitted in this Agreement, and Braemar shall pay to Al Shams an aggregate amount each Lender’s Revolving Loan Commitment will automatically reduce by such Lender’s pro-rata share of $15,000,000 as reimbursement of expenses incurred by Al Shams in connection with its conflict and disagreements with Braemar (such amounts collectively, the “Settlement Payment”). To the extent that Braemar does not have sufficient funds on the date any installment portion reduction of the Settlement Payment is due (other than the payment due on the Effective Date), taking into account any reserves for working capital and upcoming liquidity needs as reasonably determined by the Board, subject to compliance with NYSE listing rules, Braemar may settle any remaining portion of such payment in shares of Braemar common stock based on the 30-day VWAP on such date, in an aggregate amount not to exceed $4,000,000 (the “Stock Settlement”); provided, however, that, in the event the issuance of any such shares of Braemar common stock would cause Al Shams (together with its affiliates) to beneficially or constructively own in excess of 9.8% of the outstanding shares of Braemar common stock or otherwise violate the ownership limitations set forth in Braemar’s Articles of Amendment and Restatement, as amended (the “Articles of Amendment and Restatement”), then, prior to the issuance of any such shares, the Board must take all necessary actions to promptly grant Al Shams an exception to such limitations and establish an Excepted Holder Limit (as such term is defined in the Articles of Amendment and Restatement) that permits Al Shams (together with its affiliates) to own all such additional shares together with all shares then-owned by such entities until such time as Al Shams voluntarily divests a sufficient number of shares so that it (together with its affiliates) ceases to beneficially or constructively own 9.8% of the outstanding shares of Braemar common stock. The grant of such exception and Excepted Holder Limit shall not be subject to any other conditions, obligations or requests by the Company or the Board or any additional undertakings, acknowledgements or agreements of any kind other than certain representations customary for Braemar to determine compliance with applicable tax and securities lawsAggregate Revolving Loan Commitment.

Aggregate Amount. Braemar shall pay Subject to Al Shams the limitations in Section 3.1.2, Section 3.6 and elsewhere herein, each Lender commits to make available to Borrower, from the Effective Date to the Revolving Loan Maturity Date, such Lender's pro-rata share (as listed on Exhibit 3 hereto) of an aggregate "Aggregate Revolving Loan Commitment" that is initially Eighty Million Dollars ($80,000,000), but which may decrease from time to time as provided herein, minus the outstanding amount of $25,000,000 in consideration for the settlement Swingline Loans and minus the outstanding amount of the Disputed ClaimsAggregate Floorplan Loans made and outstanding Approvals granted due to any unused portion of the Aggregate Revolving Loan Facility as provided in Section 3.2.1, by funding such Lender's pro-rata share of Revolving Loan Advances made from time to time by Administrative Agent as provided herein. Subject to the release provided under limitations in Section 2.1 3.1.2 and elsewhere herein, payments and prepayments that are applied to reduce the other provisions Aggregate Revolving Loan may be reborrowed through Revolving Loan Advances. Each Lender's Revolving Loan Commitment is its pro-rata share of the Aggregate Revolving Loan Commitment. Upon any reduction of the Aggregate Revolving Loan Commitment permitted in this Agreement, and Braemar shall pay to Al Shams an aggregate amount each Lender's Revolving Loan Commitment will automatically reduce by such Lender's pro-rata share of $15,000,000 as reimbursement of expenses incurred by Al Shams in connection with its conflict and disagreements with Braemar (such amounts collectively, the “Settlement Payment”). To the extent that Braemar does not have sufficient funds on the date any installment portion reduction of the Settlement Payment is due (other than the payment due on the Effective Date), taking into account any reserves for working capital and upcoming liquidity needs as reasonably determined by the Board, subject to compliance with NYSE listing rules, Braemar may settle any remaining portion of such payment in shares of Braemar common stock based on the 30-day VWAP on such date, in an aggregate amount not to exceed $4,000,000 (the “Stock Settlement”); provided, however, that, in the event the issuance of any such shares of Braemar common stock would cause Al Shams (together with its affiliates) to beneficially or constructively own in excess of 9.8% of the outstanding shares of Braemar common stock or otherwise violate the ownership limitations set forth in Braemar’s Articles of Amendment and Restatement, as amended (the “Articles of Amendment and Restatement”), then, prior to the issuance of any such shares, the Board must take all necessary actions to promptly grant Al Shams an exception to such limitations and establish an Excepted Holder Limit (as such term is defined in the Articles of Amendment and Restatement) that permits Al Shams (together with its affiliates) to own all such additional shares together with all shares then-owned by such entities until such time as Al Shams voluntarily divests a sufficient number of shares so that it (together with its affiliates) ceases to beneficially or constructively own 9.8% of the outstanding shares of Braemar common stock. The grant of such exception and Excepted Holder Limit shall not be subject to any other conditions, obligations or requests by the Company or the Board or any additional undertakings, acknowledgements or agreements of any kind other than certain representations customary for Braemar to determine compliance with applicable tax and securities lawsAggregate Revolving Loan Commitment."