Purchaser Loan Clause Samples
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Purchaser Loan. If requested by the Company at least three (3) Business Days prior to the Effective Date, or such later date as agreed to by Purchaser and the Company, acting reasonably and having regard to the availability of the Debt Financing, Purchaser shall advance, or shall cause to be advanced, to or as directed by the Company, an amount in cash (the “Purchaser Loan”) equal to the sum of:
(i) the aggregate cash amount payable in respect of Company DSUs pursuant to Section 3.1(d)(iii);
(ii) the aggregate cash amount payable in respect of Company RSUs pursuant to Section 3.1(d)(v);
(iii) the aggregate cash amount payable in respect of Company SARs pursuant to Section 3.1(d)(vi); and
(iv) the aggregate amount payable, if any, in respect of the repayment and/or refinancing of any Indebtedness, excluding Indebtedness that will remain outstanding after the Effective Time, or other amounts as may be specified in the Pre-Closing Notice owing by the Company and/or its Subsidiaries in connection with the transactions contemplated by the Arrangement Agreement (including, if applicable, any amounts owing under the Company Credit Agreement, the Company Inventory Monetization Agreement and the SIF Agreement) (the “Refinancing”), with a portion of the proceeds of such advance to be used by the Company to pay the subscription price for the Company Subsidiary Subscriptions and the balance of such proceeds to be used by the Company to satisfy its cash payment obligations pursuant to Section 3.1(d) and in satisfaction of the amounts payable by the Company in connection with the Refinancing, with such advance to be evidenced by a demand, non-interest bearing promissory note issued by the Company in favour of Purchaser.
Purchaser Loan. Within five (5) Business Days of the execution of this Agreement, Purchaser shall extend to the Company a loan in a principal amount of not less than $3,000,000 and up to $5,000,000 which shall be due and payable within thirty (30) days upon any termination of this Agreement pursuant to Section 7.1 hereof, and otherwise on such terms and subject to such conditions as are reasonably acceptable to and agreed between the Purchaser and the Company and memorialized in a promissory note executed and delivered by the Company in favor of the Purchaser on the date hereof, which shall include, but not be limited to, interest at the rate of 5% per annum, provided further, that at the execution of this Agreement, the Company shall specify the account wherein the loan proceeds shall be transmitted by Purchaser via wire transfer of immediately available funds. The Parties hereby agree that the purpose of the loan is to enable the Purchaser and the Company to work together to accelerate the internationalization of the Company’s business and its export activities.
Purchaser Loan. At the First Closing, Purchaser shall loan to CIBO the sum of One Million Dollars ($1,000,000), for which CIBO shall give a promissory note in the form attached as Exhibit D (the “Purchaser Loan”). CIBO shall use the proceeds of the Purchaser Loan to make an additional immediate prepayment on the Second Note.
Purchaser Loan. The Purchaser agrees to loan US$700,000 to the Company to enable the Company to repay all Company Excess Liabilities prior to the Effective Time. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser (or its designee) to, or as directed by, the Company three (3) Business Days prior to the Effective Date and shall be evidenced by the issuance of a demand promissory note, in form and substance satisfactory to the Purchaser, in its sole discretion. The Purchaser Loan shall automatically become repayable in full if this Agreement is terminated prior to the Effective Date pursuant to Section 7.2.
Purchaser Loan. As of the date of this Agreement, Purchaser intends to fund at least $16,000,000 of the Merger Consideration using the proceeds of a loan from a third-party lender. Purchaser shall use its commercially reasonable best efforts to (A) obtain, within 30 days of the date of this Agreement, a binding commitment letter from such third-party lender with respect to such loan, a copy of which Purchaser shall promptly deliver to ▇▇▇▇▇▇▇, (B) comply with the terms and conditions of such commitment letter through the closing of such loan, and (C) obtain, prior to the Closing, such loan (or if such loan cannot be obtained for any reason, use its commercially reasonable best efforts to obtain another loan) in the actual principal amount that Purchaser deems necessary to ensure that (1) its representation and warranty made in Section 4.5 hereof will be true and correct as of the Closing Date in accordance with the Article IV Standard and (2) the condition set forth in Section 6.1(j) hereof will be satisfied. Purchaser shall promptly notify ▇▇▇▇▇▇▇ if either the Purchaser or the third-party lender with which Purchaser enters into a binding commitment for such loan terminates, is in breach of, or defaults under the binding commitment letter referred to in clause (A) of this paragraph (v).
Purchaser Loan. The Purchaser shall have (i) appropriately recorded in its books and records and have marked as paid and satisfied in full that certain Secured Term Note dated July 16, 2007, (ii) taken all actions necessary to terminate or cancel of record all financing statements or other evidence of the lien of or secured financing by the Purchaser or its Affiliates, and (iii) delivered the original Secured Term Note and copies of all other applicable loan documents to the Seller marked as paid and satisfied in full.
Purchaser Loan. At the Closing, Purchaser shall loan to AHS an aggregate of $74,028,068.74 (the "Loan Amount") and AHS shall issue to Purchaser a Promissory Note in the form attached hereto as Exhibit 2.4 (the "Promissory Note") evidencing such loan.
Purchaser Loan. If and to the extent that the Corporation does not have sufficient cash on hand to make the Seller Tax Distribution and/or up to $6,000,000 of additional payments and distributions allowed to be made by the Corporation hereunder prior to the Closing, Purchaser shall, upon request by Sellers, make a loan (the "Purchaser Loan") to the Corporation prior to the Closing in an amount sufficient to enable the Corporation to make such payments and distributions. The Purchaser Loan shall (i) be personally guaranteed by Sellers, (ii) mature on the earlier of the day after the Closing Date and January 2, 1999, (iii) bear interest at the interest rate chargeable on a loan in equal amount made to the Corporation under the Line of Credit, and (iv) have such other terms as shall be mutually agreed by the Corporation and Purchaser, acting in good faith and in a commercially reasonable manner. In the event that a separate guaranty is not executed by Sellers with respect to the Purchaser Loan, the guaranty provided for in clause (i) above shall expire and have no force or effect upon the consummation of the Closing.