By Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the applicable Borrower maintained with the Administrative Agent or by wire transfer, automated clearing house debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable Borrowing Request; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.
By Lenders. (a) On each date on which an Advance is to be made, each Lender shall make its participation in that Advance available to the Facility Agent on that date by payment in the currency in which that Advance is denominated and in immediately available cleared funds to the account specified by the Facility Agent for that purpose.
By Lenders. If any Lender refuses to consent (such Lender a "Non-Consenting Lender") to an amendment, modification, forbearance and/or waiver of or under this Agreement, and such Non-Consenting Lender's consent is otherwise necessary to achieve Required Lender consent hereunder and but for such failure to consent, such amendment, modification, forbearance or waiver would have been effected pursuant to the terms hereof, then any one or more of the other Lenders may, but shall not be required to purchase and assume (if more than one, then on a pro rata basis), or to designate some other Person to purchase, assume and acquire the interests and obligations of the Non-Consenting Lender hereunder and under the Loan Documents and such Non-Consenting Lender shall promptly assign, sell and transfer to such other Lenders, or to any such other Person as designated by such Lenders (such Lender(s) or other purchaser, an "Assignee") all of its rights, interest and Obligations hereunder and under the Loan Documents. Upon the date of such purchase and sale, the Assignee shall pay to the Non-Consenting Lender as the purchase price for its pro rata share of the Obligations, the full amount of all Loans and other Obligations then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys' fees and legal expenses) held by or owing to such Non-Consenting Lender and furnish cash collateral or agree to indemnify such Non Consenting Lender in respect of indemnification obligations of Borrowers under the Loan Documents (including reasonable attorneys' fees and legal expenses) which are identified by the Non-Consenting Lender as being then due and owing or which have been asserted and are liquidated or are otherwise ascertainable in amount, but only to the extent not previously indemnified and reimbursed by the Borrowers and without releasing, or affecting the indemnification obligations of Borrowers under the Loan Documents or the survival of such provisions in favor of the Non-Consenting Lender, provided that, in no event will any Lenders or the Assignee have any liability for amounts described herein in excess of proceeds of Collateral received by the Lenders. The foregoing purchase price payments shall be remitted by wire transfer in federal funds to such bank account as the Non-Consenting Lender may designate in writing to the Assignee for such purpose. Interest shall be calculated to but excluding the business day on which such purchase and s...
By Lenders. (a) On the Utilisation Date, each Lender shall make its share of the relevant Loan available to the Facility Agent for payment to the Company by payment in Sterling and in immediately available cleared funds to such account as the Facility Agent shall specify and at the time specified by the Facility Agent as being customary for settlement of transactions in Sterling in the place for payment.
By Lenders. On each date on which an Advance is to be made, each Lender shall make its share of that Advance available to the Agent. Each such amount shall be made available in euro in such funds and by such time on the due date as may then be generally accepted for the settlement in the Place of Payment of international payments in euro to such account with such bank in the Place of Payment as the Agent may specify. If so requested by the Agent, the relevant Lender will promptly confirm to the Agent that it will make the relevant payment as required by this Clause 15.1.
By Lenders. (a) Subject to Clause 9.10 (Impaired Agent), on each date on which a Utilisation is to be made, each Lender shall make its share of that Utilisation available to the Facility Agent in the place for payment to the relevant Borrower by payment in the currency of that Utilisation and in immediately available cleared funds to such account as the Facility Agent shall specify.
By Lenders. Each of the Lenders, severally and not jointly, represents and warrants to the Borrower on the date hereof and on the Closing Date as follows: (a) it has the full power and authority to execute this Agreement and to consummate the transactions contemplated hereby to be consummated by the Lender. This Agreement has been duly executed by the Lender, and this Agreement constitutes the valid and binding obligation of the Lender, enforceable against it in accordance with its respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; (b) if a corporation, the Lender is duly organized and properly registered in the jurisdiction of its organization and the execution, delivery and performance of this Agreement will not violate any provision of the corporate documents of such Lender; (c) The Lender has been advised that this Agreement, the shares issuable upon conversion of the outstanding Loan Amount have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) or any securities laws, and therefore cannot be resold unless they are registered under the Securities Act and applicable state securities laws or an exemption from such registration is available; (d) The Lender has knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the transactions evidenced by this Agreement and can bear the economic consequences of such investment and/or loan for an indefinite period of time; (e) The Lender is an “accredited investor” as defined in Regulation D promulgated under the Securities Act; (f) The Lender is purchasing the securities under this Agreement only for investment, for the Lender’s own account, and without any present intention to sell or distribute such securities; and (g) The Lender will not sell, pledge or otherwise dispose of any of the securities issued or to be issued hereunder in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules and regulations of the SEC promulgated under either of the foregoing.
By Lenders. Lenders hereby indemnifies and agrees to hold harmless (i) the Borrower and the Guarantors; (ii) the parent, Subsidiaries, and Affiliates of such Persons; and (iii) each of the respective officers, directors, employees, representatives, agents, and attorneys of the Persons described in clauses (i) – (iii) above (collectively, the “Borrower Indemnified Parties”) from and against any and all losses, liabilities, damages, penalties, demands, judgments, settlements, costs, and expenses, including without limitation those costs and expenses relating to any investigation or any defense or prosecution of any proceedings, and reasonable fees and expenses of attorneys, (collectively, “Borrower Losses”) suffered or incurred by the Borrower Indemnified Parties to the extent arising out of or resulting from any claims, suits, arbitrations, or actions instituted by a third Party based on any of the following: