Common use of Drawdown Requests Clause in Contracts

Drawdown Requests. Maker and Payee agree that Maker may request up to [ ] ($[ ]) for working capital in connection with Maker’s pursuit of a Business Combination. The principal of this Note may be drawn down from time to time prior to the Maturity Date, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under the Working Capital Promissory Notes is [ ] ($[ ]) and that amounts of principal may only be drawn down upon under this Note on a pro rata basis (based on the allocation set forth on Schedule I of the Agreement) with amounts drawn down upon under the other Working Capital Promissory Notes. The obligation of each WC Payee to fund Drawdown Requests shall be several and not joint. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any reasonable costs incurred in collection of any sum due under this Note, including (without limitation) reasonable attorneys' fees, and then to the reduction of the unpaid principal balance of this Note.

Appears in 3 contracts

Sources: Expense Advancement Agreement (Leisure Acquisition Corp.), Expense Advancement Agreement (Leisure Acquisition Corp.), Expense Advancement Agreement (Leisure Acquisition Corp.)

Drawdown Requests. Maker and Payee agree that Maker may request up to [ ] ($[ ]i) for working capital in connection with Maker’s pursuit of a Business Combination. The principal of this Note may be drawn down from From time to time prior to from the date hereof through the Maturity Date, upon provided that the Drawdown Conditions are satisfied or waived in ▇▇▇▇▇▇’s sole discretion, Borrower may make written request from Maker requests to Payee Lender to draw down all or a portion of the Commitment (each, a “Drawdown Request”). Each Drawdown Request must state shall specify the principal amount of Loans to be drawn down, borrowed and must not be an amount less than Ten Thousand Dollars ($10,000)the date of the borrowing. Payee Lender shall fund each Drawdown Request via wire transfer no later than five ten (510) business days Business Days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under the Working Capital Promissory Notes is [ ] ($[ ]) and that amounts of principal may only be drawn down upon Loans outstanding under this Note on a pro rata basis (based on Agreement at any time may not exceed the allocation set forth on Schedule I of the Agreement) with amounts drawn down upon under the other Working Capital Promissory Notes. The obligation of each WC Payee to fund Drawdown Requests shall be several and not jointCommitment. Once an amount is drawn down under this NoteAgreement, it shall not be available for future Drawdown Requests even if prepaid. No fees. (ii) As a condition to Lender’s obligation to fund a Drawdown Request (the “Drawdown Conditions”), payments (x) no Event of Default shall have occurred and be continuing and (y) Lender shall have received a certificate dated as of the date of the Drawdown Request and signed by on behalf of the Borrower by the Chief Executive Officer or other amounts shall be due Chief Financial Officer of Borrower certifying: (1) Borrower has used its best efforts to Payee in connection withraise equity, equity-linked, or as debt financing on terms available in the market to a result ofsimilarly-situated company in similar circumstances (without taking into account the Commitment), any and is unable to obtain alternate financing in the amount of the Drawdown Request, (2) the funds requested in the Drawdown Request by Makerwill be used for financing the operations and growth of the Borrower and other general corporate purposes, (3) the Borrower and its subsidiaries, on a consolidated basis, are Solvent (as defined below) after giving effect to the Loan, (4) the representations and warranties of Borrower set forth in Section 2 of this Agreement are true and correct in all material respects as if made on such date, and (5) the Borrower’s compliance with the affirmative and negative covenants set forth in Sections 3 and 4 of this Agreement. Notwithstanding As used herein, “Solvent” means each of the foregoing, all payments shall be applied first to payment in full following: (A) the fair value of any reasonable costs incurred in collection the property of any sum due under this Notethe Borrower and its subsidiaries is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its subsidiaries, (without limitationB) reasonable attorneys' feesthe present fair salable value of the assets of the Borrower and its subsidiaries is not less than the amount that will be required to pay the probable liability of the Borrower and its subsidiaries on its debts as they become absolute and matured, (C) the Borrower does not intend to, and then does not believe that it will, incur debts or liabilities beyond the Borrower’s ability to pay such debts and liabilities as they mature, (D) neither the reduction Borrower nor its subsidiaries is engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute an unreasonably small capital, and (E) the Borrower and its subsidiaries are able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of the unpaid principal balance of this Notebusiness.

Appears in 2 contracts

Sources: Loan Agreement (Rain Enhancement Technologies Holdco, Inc.), Loan Agreement (You Harry L.)

Drawdown Requests. Maker Borrower and Payee L▇▇▇▇▇ agree that Maker Borrower may request up to [ ] One Million Five Hundred Thousand Dollars ($[ ]1,500,000) for working capital in connection with Makercosts reasonably related to Borrower’s pursuit of a Business Combinationtransaction cost and extension fee. The principal of this Note Agreement may be drawn down from time to time prior to the Maturity Datedate on which Borrower consummates the business combination, upon written request from Maker Borrower to Payee Lender (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000)) unless agreed upon by Borrower and Lender. Payee Lender shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under the Working Capital Promissory Notes this Agreement is [ ] One Million Five Hundred Thousand Dollars ($[ ]1,500,000) and that amounts the actual amount of principal may only be drawn down upon drawdowns collectively under this Note on a pro rata basis (based Agreement shall be the amount determined by the auditors and reflected on the allocation set forth on Schedule I financial statements of the Agreement) with amounts drawn down upon under the other Working Capital Promissory Notes. The obligation of each WC Payee to fund Drawdown Requests shall be several and not jointBorrower. Once an amount is drawn down under this NoteAgreement, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee Lender in connection with, or as a result of, any Drawdown Request by MakerBorrower. Notwithstanding It is acknowledged that (1) the foregoingBorrower may in the Drawdown Request specify that the Lender makes payments to the third parties (together with the Borrower, all payments shall be applied first to payment the “Receiver”) specified by the Borrower; (2) the Receiver may have received amounts in full respect of any reasonable costs incurred in collection of any sum due the Loan under this Note, including (without limitation) reasonable attorneys' feesAgreement prior to the date hereof, and then to the reduction it is agreed that all such sums were received in anticipation of the unpaid principal balance execution of this NoteAgreement.

Appears in 1 contract

Sources: Loan Agreement (Alpha Star Acquisition Corp)

Drawdown Requests. As of the date hereof, Payee has advanced an aggregate of thirty thousand and three hundred U.S. dollars (U.S. $30,300) (the “Initial Advance Amount”) to Maker or other third parties on behalf of Maker and, Maker and Payee agree that Maker may request request, from time to time, up to [ ] ($[ ]) an additional aggregate amount equal to the difference between the Maximum Amount and the Initial Advance Amount in drawdowns under this Note to be used for funding required working capital in connection with of Maker’s pursuit of a Business Combination. The principal of this Note may be drawn down from time to time prior to the Maturity Date, Date upon written request from Maker to Payee in the form of the drawdown request attached hereto as Schedule A (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than five three (53) business days after receipt of a Drawdown Request; provided, however, that the Initial Advance Amount plus the maximum amount of drawdowns collectively under the Working Capital Promissory Notes is [ ] ($[ ]) and that amounts of principal may only be drawn down upon outstanding under this Note on a pro rata basis (based on at any time may not exceed the allocation set forth on Schedule I of the Agreement) with amounts drawn down upon under the other Working Capital Promissory Notes. The obligation of each WC Payee to fund Drawdown Requests shall be several and not joint. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaidMaximum Amount. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any reasonable costs incurred in collection of any sum due under this Note, including (without limitation) reasonable attorneys' fees, and then to the reduction of the unpaid principal balance of this Note.

Appears in 1 contract

Sources: Promissory Note (NMP Acquisition Corp.)