Interim Financing. (a) Subject to the availability to the Trust of moneys for such purpose and the provisions of Section 3(a) hereto, if the date of the Closing set forth in Schedule A of the Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery of the Financing Agreement by the Trust, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees to provide interim financing (an “Interim Loan”) to the Borrower to pay or provide for all or any part of the eligible Costs of any Project (i) incurred by the Borrower on and after the date of execution and delivery by the Borrower of the Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the Trust, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreement. (b) The Interim Loan Note shall be dated the date of its execution and delivery by the Borrower, shall mature and be payable on the Closing Date for the Loan or Local Governmental Obligations (subject to renewal at the option of the Trust to one or more dates not later than three
Appears in 2 contracts
Sources: Financing Agreement, Financing Agreement
Interim Financing. (a) Subject HSNS has previously provided to Summus a loan of $500,000 (the availability "PRIOR LOAN") pursuant to a loan agreement dated August, 2000 (the Trust "LOAN AGREEMENT"). Under the Loan Agreement, Summus is required to provide security for repayment, in the form of moneys for such purpose and HSNS Common Stock owned by Summus, in value at least 2.5 times the provisions of Section 3(a) hereto, if the date amount of the Closing set forth in Schedule A of the Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery of the Financing Agreement by the Trust, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees to provide interim financing (an “Interim Loan”) to the Borrower to pay or provide for all or any part of the eligible Costs of any Project (i) incurred by the Borrower on and after the date of execution and delivery by the Borrower of the Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of debt under the Loan or of the issuance and sale of the Local Governmental Obligations to the Trust, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreement.
(b) The Interim HSNS agrees to provide to Summus, under the terms of the Loan Note shall be dated Agreement, an additional $235,000 on October 30, 2000, and every two weeks thereafter (the "INTERIM FINANCING") until the earlier of (i) the Closing Date or (ii) three months after the date of its execution this Agreement. A condition to each advance of Interim Financing by HSNS is the provision of adequate security to HSNS, in the form of HSNS Common Stock, so that the total value of security held by HSNS will be at least 2.5 times the total of the Prior Loan and delivery the amount of Interim Financing that will have been provided after that advance, plus any accrued interest.
(c) The sole and exclusive remedy for failure of HSNS to make any advance of Interim Financing when scheduled shall be termination of this Agreement. Acceptance by Summus of any advance shall be deemed a waiver of any right to terminate that had previously arisen under this PARAGRAPH 4.14(C).
(d) On the Closing Date, the Prior Loan and any interest thereon shall be paid by cancellation of Common Stock held as security therefor, having Market Value equal to the debt being repaid and the remaining Common Stock serving as security for the Prior Loan, provided to HSNS prior to October 30, 2000, shall be returned to Summus.
(e) If the Closing occurs, the debt represented by the BorrowerInterim Financing shall be cancelled, and Common Stock held as security therefor shall mature and be payable on returned to Summus.
(f) If the Closing Date for the Loan or Local Governmental Obligations does not occur within sixty (subject to renewal at the option 60) days of the Trust date of this Agreement, due to one termination of this Agreement or more dates not later than threeotherwise, the Interim Financing shall be paid by cancellation of Common Stock held as security therefor, having Market Value equal to the debt being repaid. Any remaining Common Stock held as security shall be returned to Summus.
Appears in 2 contracts
Sources: Asset Purchase Agreement (High Speed Net Solutions Inc), Asset Purchase Agreement (High Speed Net Solutions Inc)
Interim Financing. (a) Subject to the availability to the Trust of moneys for such purpose and the provisions of Section 3(a) hereto, if the date of the Closing set forth in Schedule A of the Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery of the Financing Agreement by the Trust, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees to provide interim financing (an “Interim Loan”) to the Borrower to pay or provide for all or any part of the eligible Costs of any Project (i) incurred by the Borrower on and after the date of execution and delivery by the Borrower of the Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the Trust, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, principal and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted resticted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, Local Governmental Obligations or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreement.
(b) The Interim Loan Note shall be dated the date of its execution and delivery by the Borrower, shall mature and be payable on the Closing Date for the Loan or Local Governmental Obligations (subject to renewal at the option of the Trust to one or more dates not later than three
Appears in 2 contracts
Sources: Financing Agreement, Financing Agreement
Interim Financing. (a) Subject Provided this Agreement has not been terminated as provided in Article 11, Broadbase agrees to lend up to an aggregate of $2,000,000 to Panopticon (the "LOAN") for the purpose of financing operating expenses incurred in the ordinary course of business, pursuant to the availability to the Trust of moneys for such purpose and the provisions of Section 3(a) hereto, if the date of the Closing terms set forth in Schedule A the form of the Financing Agreement is more than forty five (45) days subsequent convertible promissory note attached hereto as Exhibit G, and subject to the date of execution and delivery of the Financing Agreement such note by the Trust, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees to provide interim financing (an “Interim Loan”) to the Borrower to pay or provide for Panopticon. Each advance of all or any part portion of the eligible Costs of any Project Loan shall be subject to the conditions that (i) incurred by the Borrower on representations and after the date warranties of execution Panopticon set forth in this Agreement shall be true and delivery by the Borrower correct as of the Financing Agreement or time of such advance (provided that this condition shall be deemed satisfied unless the cumulative effect of such inaccuracies and breaches has a Material Adverse Effect on Panopticon), (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower Panopticon shall not have breached any material covenant contained in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the Trust, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if anythis Agreement, and interest (to iii) Panopticon shall have given Broadbase at least five (5) days' written notice requesting such advance and affirming that the extent not paid from other sourcesconditions described in clauses (i) from and (aii) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreementhave been satisfied.
(b) The Interim If this Agreement is terminated by Broadbase pursuant to Section 11.1(b) or the provisions specifically enumerated in Section 11.4, then all unpaid principal and accrued interest under the Loan Note shall be dated accelerated and shall become due and payable by Panopticon upon the earliest to occur of: (i) Panopticon's next equity financing of at least $5 million, (ii) an Acquisition of Panopticon, or (iii) the date that is six months after the date of its execution such termination. Panopticon may pre-pay any unpaid principal and delivery by the Borrower, shall mature and be payable on the Closing Date for accrued interest under the Loan or Local Governmental Obligations (subject upon two days' written notice to renewal Broadbase. At the election of Broadbase, the Loan may instead be converted into shares of Panopticon preferred stock issued in Panopticon's next equity financing at a conversion price equal to the option price per share of the Trust equity securities sold in such equity financing, and each party hereto will take all steps necessary or advisable to one or more dates not later than threeeffect such result.
Appears in 1 contract
Interim Financing. (a) Subject to As soon as practicable after the availability to Signing Date, Upgrade, Sub and Company shall implement the Trust of moneys interim financing plan for such purpose and the provisions of Section 3(a) heretoCompany, if the date of the Closing set forth in the Upgrade Disclosure Schedule A based on the budget prepared by Company and approved by Upgrade ("Interim Financing"). The funds advanced by Upgrade or Sub pursuant to this Section 6.7 shall be advanced pursuant to amendments to the Company's Financing Agreement with ▇▇▇▇▇▇ Merchant Partners Group LLC ("▇▇▇▇▇▇") and Harvest Opportunity Partners LP ("Harvest") (the "Amended Financing Agreement") that increases the Line of Credit under the Amended Financing Agreement to an amount sufficient to cover all of the Interim Financing. The Interim Financing shall be secured through related amendments to the ▇▇▇▇▇▇ and Harvest Security Agreement, Series A Senior Secured Note, and by providing Upgrade a Warrant to Purchase Common Stock (collectively, the "Amended Security Agreements "), with Upgrade and/or Sub participating pari passu with ▇▇▇▇▇▇ and Harvest in the Amended Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery Amended Security Agreements. Proposed versions of the Amended Financing Agreement by the Trustand Amended Security Agreements, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees including Upgrade's and Sub's right to provide interim financing (an “Interim Loan”) to the Borrower to pay or provide for convert all or any part portion of the eligible Costs of any Project (i) incurred by the Borrower on and after the date of execution and delivery by the Borrower of the such Interim Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the TrustCompany Common Stock are attached hereto as Exhibits 6.7 A - E, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreementrespectively.
(b) The Interim Loan Note Should the Merger be completed, Upgrade's and Sub's participation in the Amended Financing Agreement and Amended Security Agreements shall be dated the date of its execution and delivery by the Borrower, shall mature and be payable on the Closing Date for the Loan or Local Governmental Obligations (subject to renewal at the option terminated in consideration of the Trust following adjustment to one or more dates not later than threethe Exchange Ratio: For each One Hundred Thousand Dollars ($100,000) advanced to Company during the period commencing July 11, 2000 and continuing up to the Effective Time (the "Interim Period"), the Exchange Ratio shall be increased by 0.313%. For example, if Upgrade and Sub provide Interim Financing of Five Hundred Thousand Dollars ($500,000) to Company during the Interim Period, the Exchange Ratio would be adjusted as follows: [($500,000/$100,000) * .00313 * 14.3] + 14.3 = 14.524
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/)
Interim Financing. (a) Subject to As soon as practicable after the availability to Signing Date, Upgrade, Sub and Company shall implement the Trust of moneys interim financing plan for such purpose and the provisions of Section 3(a) heretoCompany, if the date of the Closing set forth in the Upgrade Disclosure Schedule A based on the budget prepared by Company and approved by Upgrade ("Interim Financing"). The funds advanced by Upgrade or Sub pursuant to this Section 6.7 shall be advanced pursuant to amendments to the Company's Financing Agreement with ▇▇▇▇▇▇ Merchant Partners Group LLC ("▇▇▇▇▇▇") and Harvest Opportunity Partners LP ("Harvest") (the "Amended Financing Agreement") that increases the Line of Credit under the Amended Financing Agreement to an amount sufficient to cover all of the Interim Financing. The Interim Financing shall be secured through related amendments to the ▇▇▇▇▇▇ and Harvest Security Agreement, Series A Senior Secured Note, and by providing Upgrade a Warrant to Purchase Common Stock (collectively, the "Amended Security Agreements"), with Upgrade and/or Sub participating pari passu with ▇▇▇▇▇▇ and Harvest in the Amended Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery Amended Security Agreements. Proposed versions of the Amended Financing Agreement by the Trustand Amended Security Agreements, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees including Upgrade's and Sub's right to provide interim financing (an “Interim Loan”) to the Borrower to pay or provide for convert all or any part portion of the eligible Costs of any Project (i) incurred by the Borrower on and after the date of execution and delivery by the Borrower of the such Interim Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the TrustCompany Common Stock are attached hereto as Exhibits 6.7 A - E, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreementrespectively.
(b) The Interim Loan Note Should the Merger be completed, Upgrade's and Sub's participation in the Amended Financing Agreement and Amended Security Agreements shall be dated the date of its execution and delivery by the Borrower, shall mature and be payable on the Closing Date for the Loan or Local Governmental Obligations (subject to renewal at the option terminated in consideration of the Trust following adjustment to one or more dates not later than threethe Exchange Ratio: For each One Hundred Thousand Dollars ($100,000) advanced to Company during the period commencing July 11, 2000 and continuing up to the Effective Time (the "Interim Period"), the Exchange Ratio shall be increased by 0.313%. For example, if Upgrade and Sub provide Interim Financing of Five Hundred Thousand Dollars ($500,000) to Company during the Interim Period, the Exchange Ratio would be adjusted as follows: [($500,000/$100,000) * .00313 * 14.3] + 14.3 = 14.524
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pathways Group Inc)
Interim Financing. (a) Subject Certain of the Lenders shall make available to the availability to iAnthus Parties a secured non- revolving credit facility on the Trust of moneys for such purpose terms and conditions set out in the provisions of Section 3(aAmended Secured Debenture Purchase Agreement (defined below) hereto, if including the date issuance of the Closing set forth in Schedule A Tranche 4 Debentures (as defined therein) (the “Interim Financing”).
(b) The proceeds of the Interim Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery shall be funded into an existing account of the Borrower (the “Loan Account”). The Interim Financing Agreement by shall be advanced from the TrustLoan Account subject to draw requests (each, a “Draw Request”) in accordance with the Trust (upon not Interim Financing Budget, which requests shall be made no less than ten two (102) Business Days prior notice to the advance of funding in the form attached hereto as Schedule F. The Company shall be entitled to draw from the Borrower) agrees to provide interim financing (an “Interim Loan”) to Loan Account based on the Borrower to pay or provide for all or any part of the eligible Costs of any Project (i) incurred Draw Requests as approved in writing by the Borrower on and after Lenders or Davies.
(c) By no later than three (3) Business Days following the date execution of execution and delivery this Support Agreement by all Parties, the Borrower of Lenders shall make the Interim Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the Trust, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration on the following terms and conditions:
(i) The Interim Financing will mature on the earlier of official intent July 13, 2025 and the date the iAnthus Parties’ obligations thereunder are accelerated pursuant to reimburse such payment from the proceeds terms thereof. The principal amount of the Loan debentures issued in connection with the Interim Financing will accrue interest at a rate of 8% per annum, such interest being payable in kind by adding the amount thereof to the principal amount of the Interim Financing on a monthly basis. The iAnthus Parties shall not be permitted to prepay any portion of the principal or interest of the Local Governmental ObligationsInterim Financing until on or after July 13, 2023. The Interim Loan Financing shall be evidenced by subject to a note second amended and restated secured debenture purchase agreement among the Lenders and the iAnthus Parties, in the form attached hereto as Schedule G, to be entered into and executed concurrently with the execution hereof (the “Amended Secured Debenture Purchase Agreement”). The Tranche 4 Debentures evidencing the Interim Loan Note”) Financing shall be issued by the Borrower to the Trust pursuant Lenders or their affiliates that provide the Interim Financing. The Interim Financing will be guaranteed by, and secured by the assets of, the Company and its Subsidiaries in the same manner and subject to the Applicable Authority same terms and conditions as such iAnthus Parties have previously guaranteed and secured the Obligations (as defined in the Existing Secured Debenture Purchase Agreement). With respect to the Interim Financing terms, to the extent there is any inconsistency between this Support Agreement on the one hand, and the Amended Secured Debenture Purchase Agreement and all debentures and other Transaction Agreements (as defined in the Amended Secured Debenture Purchase Agreement) entered into in connection therewith on the other, then the terms of this Support Agreement shall be paramount and prevail to the extent of the inconsistency. For greater certainty, the Lenders acknowledge and agree none of the indebtedness under the Amended Secured Debenture Purchase Agreement may be converted into equity of the Company (except in accordance with the Plan) while the Cease Trade Order remains in effect;
(ii) the iAnthus Parties shall use the proceeds of the Interim Financing, in each case in accordance with the Interim Financing Budget, (x) to fund the iAnthus Parties’ funding requirements during the period of the Support Agreement, including funding working capital and other general corporate purposes of the iAnthus Parties, and (y) pay the professional fees and expenses of (A) the iAnthus Parties, including all unpaid invoices and reasonable future fees and expenses of ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Lax ▇’▇▇▇▇▇▇▇▇ Lisus ▇▇▇▇▇▇▇▇ LLP, FTI Consulting Canada Inc. and its counsel, and Canaccord Genuity Corp. (collectively, the “Company Advisors”), and (B) the Creditor Advisors;
(iii) attached hereto as Schedule H is a copy of the agreed summary Interim Financing Budget (excluding the supporting documentation provided directly to the Lenders in connection therewith), which is in form and substance satisfactory to the Trust Lenders and Initial Consenting Debenture Holders;
(iv) iAnthus may update and propose a revised Interim Financing Budget to the Lenders, after consultation with the Initial Consenting Debenture Holders, no more frequently than every two weeks (unless otherwise as hereinafter provided. The Interim Loan and consented to by the Interim Loan NoteLenders), when executed and deliveredin each case to be delivered to the Lenders, shall be (1) a valid and binding general obligation no earlier than the Friday of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to second week following the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries date of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C delivery of the General Laws of prior Interim Financing Budget. If the Commonwealth to the extent applicable to the Lenders, (x) acting reasonably, approve such revised Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable AuthorityFinancing Budget, or (2y) in the event that the Lenders do not deliver to the Borrower written notice within three (3) Business Days after receipt by the Lenders of a general or special obligation proposed revised Interim Financing Budget that such proposed revised Interim Financing Budget is not acceptable to them, such proposed revised Interim Financing Budget shall automatically and without further action be deemed to have been accepted by the Lenders and, in either case such revised Interim Financing Budget shall become the Interim Financing Budget for purposes of this Interim Financing;
(v) on the last Business Day of every week, the Borrower shall deliver to the Lenders, with a copy to the Initial Consenting Debenture Holders, a variance calculation to the Sunday of the prior week certified by an officer of the Borrower (as provided in any Additional Securitythe “Variance Report”) payable from any Additional Security, if anysetting forth (i) actual receipts and disbursements for the week, and any other moneys(ii) actual receipts and disbursements on a cumulative basis since the beginning of the period covered by the then-current Interim Financing Budget, fundsin each case as against the then- current Interim Financing Budget, and accounts provided setting forth all the variances, on a line-item and aggregate basis in comparison to the amounts set forth in respect thereof in the Interim Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in Budget. Each Variance Report shall include reasonably detailed explanations for any such Additional Security, all as provided therein and in Schedule B material variances during the relevant period; and
(vi) the Borrower shall comply with the Interim Financing Budget subject to the Financing AgreementPermitted Variance.
(b) The Interim Loan Note shall be dated the date of its execution and delivery by the Borrower, shall mature and be payable on the Closing Date for the Loan or Local Governmental Obligations (subject to renewal at the option of the Trust to one or more dates not later than three
Appears in 1 contract
Sources: Restructuring Support Agreement
Interim Financing. (a) Subject to the availability to the Trust of moneys for such purpose and the provisions of Section 3(a) hereto, if the date of the Closing Date set forth in Schedule A of the Financing Agreement is more than forty five (45) days subsequent to the date of execution and delivery of the Financing Agreement by the Trust, the Trust (upon not less than ten (10) Business Days prior notice from the Borrower) agrees to provide interim financing (an “Interim Loan”) to the Borrower to pay or provide for all or any part of the eligible Costs of any Project (i) incurred by the Borrower on and after the date of execution and delivery by the Borrower of the Financing Agreement or (ii) incurred by the Borrower prior to the date of its execution and delivery of the Financing Agreement and either (x) paid by the Borrower from the proceeds of notes or other obligations issued by the Borrower in anticipation of the Loan or of the issuance and sale of the Local Governmental Obligations to the Trust, or (y) paid by the Borrower from other moneys available to the Borrower under a valid declaration of official intent to reimburse such payment from the proceeds of the Loan or the Local Governmental Obligations. The Interim Loan shall be evidenced by a note (the “Interim Loan Note”) issued by the Borrower to the Trust pursuant to the Applicable Authority in form and substance satisfactory to the Trust and otherwise as hereinafter provided. The Interim Loan and the Interim Loan Note, when executed and delivered, shall be (1) a valid and binding general obligation of the Borrower enforceable in accordance with its terms and payable as to principal, premium, if any, and interest (to the extent not paid from other sources) from (a) taxes which may be levied upon all taxable property within the territorial boundaries of the Borrower, subject only to the limit imposed by Chapter 59, Section 21C of the General Laws of the Commonwealth to the extent applicable to the Interim Loan Note, provided that taxes levied on certain taxable property located within a development district, if any, established by the Borrower pursuant to Chapter 40Q of the General Laws may be restricted and unavailable to pay debt service on the Interim Loan Note or (b) sums which may be annually apportioned and assessed by the Borrower on its Participating Members pursuant to the Applicable Authority, or (2) a general or special obligation of the Borrower (as provided in any Additional Security) payable from any Additional Security, if any, and any other moneys, funds, and accounts provided in the Financing Agreement and secured by a valid pledge of and lien on and perfected security interest in any such Additional Security, all as provided therein and in Schedule B to the Financing Agreement.
(b) The Interim Loan Note shall be dated the date of its execution and delivery by the Borrower, shall mature and be payable on the Closing Date for the Loan or Local Governmental Obligations (subject to renewal at the option of the Trust to one or more dates not later than three
Appears in 1 contract
Sources: Financing Agreement