Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.11, the Borrower (i) shall notify the Administrative Agent of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.12(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares. Each mandatory reduction of the Term Loan Commitments of any Class shall reduce the Term Loan Commitments of such Class of the Lenders in accordance with their applicable Pro Rata Shares.
Notice and Certificate. Prior to or concurrently with any mandatory prepayment pursuant to this Section 2.14, the Borrower (i) shall notify the Administrative Agent of such prepayment and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.15(b)), and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares.
Notice and Certificate. At least one Business Day prior to any mandatory prepayment pursuant to this Section 2.13, the Borrower (i) shall notify the Administrative Agent in writing of such prepayment and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and shall be given in writing. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares.
Notice and Certificate. At least one Business Day prior to any mandatory prepayment or reduction pursuant to this Section 2.13, the Borrower (i) shall notify the Administrative Agent in writing of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.14(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares and shall be subject to compliance with Section 2.17(c).
Notice and Certificate. In the case of a borrowing constituting an Additional Loan (i) the proceeds of the Five Million Closing Date Loan shall have been used in full to fund operations in accordance with the Budget, and (ii) the Company has sought to raise additional funds through the issuance and sale of debt or equity securities of the Company and the incurrence of additional Indebtedness for borrowed money, during the period from the Closing Date to the date of such certificate (it being understood that the amount of the Additional Loan Commitment shall be reduced by the Net Cash Proceeds received from any such alternative financing), and (iii) the Company shall have given its notice of borrowing to the Additional Loan Lender as provided in Section 2.02, accompanied by a certificate of a Responsible Officer of the Company certifying that the foregoing conditions in clauses (i) and (ii) of this Section 3.02(a) have been satisfied.
Notice and Certificate. As soon as possible upon the occurrence of a reportable event under ERISA and in any event within thirty (30) days after the Guarantor becomes aware of the same, the Guarantor shall furnish a certificate setting forth the details as to such reportable event as well as a copy of each notice thereof which is sent to the Department of Labor in accordance with applicable regulations.
Notice and Certificate. At least one Business Day prior to any mandatory prepayment or reduction pursuant to this Section 2.13, the Borrower (i) shall notify the Administrative Agent in writing of such prepayment or reduction and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid, or the effective date and the amount of any such reduction, as applicable, and shall be given in writing. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares and shall be subject to compliance with Section 2.17(c).
Notice and Certificate. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.14, the Borrower (i) shall notify the General Administrative Agent and the Applicable Facility Agent (and, in the case of a prepayment of a Swing Line Loan, the Swing Line Lender) of such prepayment or reduction and (ii) shall deliver to the General Administrative Agent and the Applicable Facility Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (with such specification to be in accordance with Section 2.15(b)), or the effective date and the amount of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice (other than a notice relating solely to the Swing Line Loans), the Applicable Facility Agent shall advise the Lenders of the applicable Class of the details thereof. Each mandatory prepayment of any Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares and shall be subject to compliance with Section 2.18(c).
Notice and Certificate. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.05, (i) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least two Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of under this Section 2.05 shall be applied in accordance with Section 2.13 and subject to Sections 3.04 and 3.05, but shall otherwise be without premium or penalty. All prepayments of Borrowings under this Section 2.05 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Prior to the applicable of any prepayment required under this Section 2.05, all Net Cash Proceeds received by the Borrower or any of its Subsidiaries shall be deposited into a Collateral Account in accordance with Security Agreement.
Notice and Certificate. Prior to or concurrently with any mandatory prepayment pursuant to Section 2.14(a), the Borrower (i) shall notify the Administrative Agent (and, in the case of a prepayment of a Swing Line Loan, the Swing Line Lender) of such prepayment and (ii) shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and may be given by telephone or in writing (and, if given by telephone, shall DMFIRM #000000000 v12 118
