Upstream Loan definition
Examples of Upstream Loan in a sentence
As per the Effective Date (as defined in Section 3.2 below) the amount outstanding under the Upstream Loan (principal plus accrued interest) amounted to EUR 2,025,326.65 (in words: two million twenty-five thousand three hundred twenty-six Euro and sixty-five cents).
The Parties acknowledge and agree that the recourse claim acquired by the Purchaser against the Seller for the Upstream Loan Receivable Assumption shall (i) constitute an element of the consideration owed by the Purchaser to the Seller for the acquisition of the Sold Shares, (ii) therefore has been taken into account in the determination of the Base Purchase Price and (iii) hence, be fully waived by the Purchaser (such waiver hereby being accepted by the Seller).
The Sellers shall procure that the relevant Vinnolit Entities irrevocably consent to the assumption of the obligations and other liabilities from or in connection with the Upstream Loan by Purchaser.
The assumption of the Upstream Loan by the Purchaser by way of contractual novation (im Wege der Vertragsübernahme) shall not be effected by means of this Agreement but by means of a separate loan assumption agreement to be entered into on the Closing Date substantially in the form attached hereto as Annex 4.3 (herein Loan Assumption Agreement).
Section 11.1(a) Upstream Loan Section 4.1 Upstream Loan Amount Section 4.2 Upstream Loan Compensation Section 4.3 Vinnolit Cayman Parties Vinnolit Entities Section 1.3(a) Vinnolit KG Section 2.1(a) Vinnolit Two S.à ▇.▇.
The Shareholder Loans and Upstream Loans shall be repaid before Closing and the Shareholder Loan agreement and Upstream Loan Agreement terminated before or upon Closing.
Subject to Closing and immediately upon the conversion into the PLTA Upstream Loan, German Purchaser shall assume all obligations and liabilities in connection with the PLTA Upstream Loan from, and under full release of, the German Seller by means of entering into an assumption agreement and settle the PLTA Upstream Loan in cash.
Vinnolit KG has issued letters dated 10 February 2014, 25 March 2013, 23 March 2012, 8 June 2011, 20 April 2010 and 16 June 2009 to Vinnolit Two S.à ▇.▇ regarding the continuation of support via the Upstream Loan (the Support Letters).
TP Management has consented to the Upstream Loan Receivable Assumption and acknowledged that, upon the Upstream Loan Receivable Assumption having become effective, the Seller will no longer have any obligation to pay the Upstream Loan Receivable to TP Management pursuant to a declaration dated 11 December 2022, a copy of which is attached hereto as Exhibit 2.5(c).
The claims for repayment of the outstanding amount under the Upstream Loan (including unpaid interest accrued until and including the Closing Date), shall be referred to as the “Upstream Loan Receivable”.