Delivery Advances Sample Clauses

Delivery Advances. (a) On each Funding Date prior to the Fourth Restatement Closing Date, the Borrowers and the Company delivered certain Notes and Warrants, respectively, and certain Purchasers made Advances as consideration therefor by wire transfer to accounts designated by the Borrowers and Company, respectively. (b) Following the Fourth Restatement Closing Date, subject to the terms and conditions herein, and subject Section 7.20, the Borrowers and the Company will deliver the Amended and Restated Notes, and the Amended and Restated Warrants, respectively, against: delivery of the corresponding Notes and Warrants or, if after diligent and thorough search, such Notes and Warrants cannot be located, (x) evidence reasonably satisfactory to the Borrowers and the Company of the loss, theft, destruction or mutilation of any such Notes or Warrants and (y) indemnity satisfactory to the Company against all liability in respect of such loss, theft, destruction or mutilation. (c) The Company and the Purchasers agreed as between the Company and the Purchasers, that the fair market value of the Tranche 1 Warrants and the rights to acquire the Tranche 2 Warrants, Tranche 3 Warrants and Tranche 4 Warrants in the aggregate was equal to $400,000. The Company and the Purchasers further agreed that, pursuant to Treas. Reg. § 1.1273-2(h), $400,000 of the issue price of the investment unit consisting of (A)(1) the Tranche 1-A Notes and (2) the Tranche 1-B Notes, on the one hand, and (B)(1) the Tranche 1 Warrants and (2) the rights to acquire the Tranche 2 Warrants, Tranche 3 Warrants and Tranche 4 Warrants, on the other hand, was allocable to the Tranche 1 Warrants and the right to acquire the Tranche 2 Warrants, Tranche 3 Warrants and Tranche 4 Warrants. The Company and the Purchasers have prepared and filed, or shall prepare and file, as applicable, all Tax and information reports in a manner consistent with the foregoing allocation and shall not take any position on any Tax return, before any Governmental Authority or in any proceeding relating to Taxes that is inconsistent with such allocation unless required by a determination within the meaning of Section 1313(a) of the Code. The Company and the Purchasers shall use commercially reasonable efforts to defend such allocation in any such tax proceeding. For the avoidance of doubt, this Section 3.2(c) pertains solely to the Existing Notes and Existing Warrants.

Delivery Advances. The obligation of the Bank to make available the Delivery Advance in respect of any Newbuilding shall be subject to the condition that the Bank or its duly authorised representative shall have received, on or prior to the drawdown of the relevant Delivery Advance, the documents and evidence specified in Part 5 of schedule 2 in respect of such Newbuilding, in form and substance satisfactory to the Bank.

Delivery Advances. (a) At the Closing, (i) the Company will deliver the Debenture and (ii) the Purchaser will pay the Initial Advance by wire transfer to an account designated by the Company prior to the Closing. On subsequent Funding Dates, subject to the terms and conditions herein, the Purchaser may, on terms agreed to by the Purchaser and the Credit Parties, as applicable, make Subsequent Advances, provided that the sum of the Initial Advances and all Subsequent Advances shall not exceed the Maximum Principal Amount. (b) The Debenture shall be dated the Closing Date and shall be executed by a Responsible Officer of the Company.

Delivery Advances. (a) On each Funding Date prior to the Third Restatement Closing Date, the Borrowers and the Company delivered certain Notes and Warrants, respectively, and the Purchasers made Advances as consideration therefor by wire transfer to accounts designated by the Borrowers and Company. (b) On the Third Restatement Closing Date, subject to the terms and conditions herein, (i) the Borrowers and the Company will deliver the Amended and Restated Notes, Third Restatement Warrants and Third Restatement Replacement Warrants, respectively, and (ii) the Third Restatement Purchasers will pay the Third Restatement Advance (net of fees and expenses due to such Purchasers hereunder) to the Borrowers and the Company by wire transfer to accounts designated by the Borrowers and the Company prior to the Third Restatement Closing Date. (c) The Company and the Purchasers agree as between the Company and the Purchasers, that the fair market value of (i) the Tranche 1 Warrants and the rights to acquire the Tranche 2 Warrants, Tranche 3 Warrants and Tranche 4 Warrants in the aggregate was equal to $400,000 and (ii) the Incremental Warrants and Third Restatement Warrants will be agreed upon in good faith by the Company and the Collateral Agent, as agent for the Purchasers, at the time of their issuance. The Company and the Purchasers further agree that, pursuant to Treas. Reg. § 1.1273-2(h), $400,000 of the issue price of the investment unit consisting of (A)(1) the Tranche 1- A Notes and (2) the Tranche 1-B Notes, on the one hand, and (B)(1) the Tranche 1 Warrants and (2) the rights to acquire the Tranche 2 Warrants, Tranche 3 Warrants and Tranche 4 Warrants, on the other hand, will be allocable to the Tranche 1 Warrants and the right to acquire the Tranche 2 Warrants, Tranche 3 Warrants and Tranche 4 Warrants. The Company and the Purchasers further agree that, pursuant to Treas. Reg. § 1.1273-2(h), the agreed-upon portion of the issue price of the investment unit consisting of (x) the Incremental Notes and (y) the Incremental Warrants will be allocable to the Incremental Warrants. The Company and the Purchasers shall prepare and file all Tax and information reports in a manner consistent with the foregoing allocation and shall not take any position on any Tax return, before any Governmental Authority or in any proceeding relating to Taxes that is inconsistent with such allocation unless required by a determination within the meaning of Section 1313(a) of the Code. The Company and th...