Funding of Purchases Sample Clauses

Funding of Purchases. On each Purchase Date, each Purchaser shall, upon satisfaction of the applicable conditions set forth in Article V, fund such Purchase by making the full amount of its Pro Rata Share of such Purchase available to Administrator at Administrator’s Office in immediately available funds, and after receipt by Administrator of such funds, Administrator will make such funds immediately available to Seller at such office.
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Funding of Purchases. In accordance with Proper Instructions received from the Controlling Party from time to time, the Collateral Agent shall withdraw amounts available in the Cash Collateral Account and the Loan Proceeds Account to fund, on the date of such withdrawal, Purchases by the Borrower of Purchased Assets pursuant to the Put Option Agreement; provided, that amounts may not be withdrawn from the Loan Proceeds Account pursuant to this Section 5(d) at any time when funds are available in the Cash Collateral Account (unless all such funds available in the Cash Collateral Account shall be simultaneously withdrawn pursuant to this Section 5(d)).
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Funding of Purchases. Each purchase shall be funded by ADS no -------------------- more frequently than one time per week in federal funds or other immediately available money of the United States, either in the form of (i) a Variable Rate Funding (individually a "Variable Rate Funding" and collectively the "Variable Rate Fundings"); or (ii) a Fixed Rate Funding (individually a "Fixed Rate Funding" and collectively the "Fixed Rate Fundings"). Each Fixed Rate Funding shall be in the initial principal amount of $1,000,000 or any larger amount which is a whole multiple of $100,000. All ADS' costs of funding the Variable Rate Fundings and the Fixed Rate Fundings shall be passed through from ADS to Seller.
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Funding of Purchases. (a) Each Lender having a Commitment shall make each Loan to be made by it hereunder on the Restatement Date by wire transfer of immediately available funds by 12:30 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will apply such amounts to pay Lenders under the Existing Credit Agreement the aggregate principal amount of the Loans of such lenders that will not be continued hereunder and held by the Continuing Lenders.
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Funding of Purchases. The purchase of shares under the Liquidity Plan for a particular period will be funded in one of the three following ways:
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Funding of Purchases. On each Purchase Date, each Purchaser, upon -------------------- satisfaction of the applicable conditions set forth in Article V, shall --------- make available to the Paying Agent the amount of its Purchase as determined pursuant to Section 1.01(c) in same day funds, and after receipt by the --------------- Paying Agent of such funds, the Paying Agent will make such funds immediately available to Seller pursuant to such instructions as Seller and the Paying Agent shall from time to time agree.
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Funding of Purchases. On the date of each Purchase, each -------------------- Purchaser shall, upon satisfaction of the applicable conditions set forth in Article VIII, make available to the Agent at its office at 000 Xxxx Xxxxx ------------ Xxxxxx, Xxxxxxxxxx, Xxxx 00000, by wire transfer in accordance with instructions provided by the Agent, the amount of its portion of the Purchase (determined pursuant to subsection (b)) in same day funds, and after receipt by the Agent of such funds. the Agent will deposit the same into the account designated therefor by the Transferor, the Agent to use its best efforts to make such deposit by not later than 2:00 p.m.
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Funding of Purchases. On the Purchase Date of each Purchase, subject to the terms and conditions herein set forth, upon satisfaction of the conditions precedent set forth in Exhibit II, each applicable Purchaser shall make available to the Seller in same day funds an amount equal to the portion of Aggregate Funding Amount to be funded by such Purchaser as determined pursuant to Section 1.1(a). Such funds shall be remitted to the Directed Account or such other account as is identified for such purpose by the Seller in the Purchase Notice delivered by the Seller to the Administrative Agent and each Purchaser Agent in connection with such Purchase.
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Related to Funding of Purchases

  • Timing of Purchases This Option is not exercisable in any part until one (1) year after the date of grant. Subject to the provisions for termination and acceleration, this Option shall become exercisable in installments as follows:

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Conditions of Purchases Section 4.1. Conditions Precedent to Effectiveness of this Agreement and Initial Purchase............................................15 Section 4.2. Conditions Precedent to All Purchases and Reinvestments.....15 Section 4.3. Conditions Precedent to Initial Purchase Following the Merger......................................................15

  • Accounting of Purchases Other than for tax and consolidated accounting purposes, the Seller will not account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than as a sale of the Loan Assets to the Purchaser.

  • Taxation of Purchases All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.

  • Conditions of Purchase The Purchaser's obligation to purchase and pay for the FFELP Loans hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent:

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions:

  • Funding of Loans Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Commitment Percentage of the requested Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds to the Administrative Agent at its principal office in New York City, New York or at such other address as the Administrative Agent may designate in writing. The amount of the requested Loans will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of such office of the Administrative Agent, to the extent the amount of such requested Loans are made available to the Administrative Agent. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for such Loan pursuant to the Notice of Borrowing and (ii) from such Lender at the Federal Funds Rate.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Notice of Purchase In the case of a Mandatory Purchase, the Liquidity Provider shall be obligated to purchase all Outstanding VRDP Shares.

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