Prepayment Procedures Clause Samples
The Prepayment Procedures clause outlines the steps and requirements a borrower must follow to pay off a loan or a portion of it before the scheduled due date. Typically, this clause specifies how much notice must be given to the lender, any forms or documentation required, and whether any fees or penalties apply to early repayment. By establishing clear rules for prepayment, this clause ensures both parties understand their rights and obligations, thereby preventing disputes and facilitating smooth financial transactions.
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible Note) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) eff...
Prepayment Procedures. 14 SECTION 3.6
Prepayment Procedures. Prior to any optional or mandatory prepayment of Borrowings under this Section, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment delivered pursuant to the following sentence. All such prepayments voluntary or mandatory prepayments shall be made (i) upon written or telephonic notice on the date of prepayment, in the case of Base Rate Loans and (ii) upon not less than (to the extent practicable, in the case of a mandatory prepayment) two Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans, in each case of (i) and (ii), given to the Administrative Agent by 1:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly advise each applicable Lender of the contents thereof). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness or the Disposition of assets or the closing of a merger, amalgamation or acquisition transaction, in which case such notice of prepayment may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied or delayed in effectiveness, provided that the Borrower shall make any payments required to be made pursuant to Section 2.15(c) in connection therewith. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.1(b), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.5(e).
Prepayment Procedures. Whenever any Borrower desires or is required to prepay any part of its Loans, the Parent shall provide not less than one Business Day’s prior written notice to the Administrative Agent at its Office setting forth the following information:
(a) the identity of the Relevant Borrower;
(b) the type of Loans to be prepaid and the identity of the portions of such Loans to be prepaid; and
(c) the date, which shall be a Business Day, on which the proposed prepayment is to be made.
Prepayment Procedures. 3.3.1. If fewer than all of the Notes are to be paid or prepaid, the Issuer shall pay or prepay the Notes on a pro rata basis.
3.3.2. Upon surrender of a Note that is paid or prepaid in part, the Issuer shall, at the request of the applicable Note Purchaser, promptly execute and deliver to the holder (at the expense of the Issuer) a new Note equal in principal amount to the unpaid portion of the Note surrendered.
3.3.3. Each Note Purchaser agrees that before disposing of the Note held by it, or any part thereof (other than by granting participations therein), such Note Purchaser will make a notation thereon of all principal payments previously made thereon and of the date to which interest thereon has been paid and will notify the Issuer of the name and address of the transferee of that Note; provided, that the failure to make (or any error in the making of) a notation of the payments made under such Note or to notify the Issuer of the name and address of a transferee shall not limit or otherwise affect the obligation of the Issuer hereunder or under such Note.
3.3.4. All payments or prepayments (whether voluntary or mandatory) shall include the payment of accrued and unpaid interest to, but not including, the date of such prepayment on the principal amount of the Notes so prepaid.
3.3.5. All prepayments pursuant to this Section 3.3 are subject to the terms and conditions set forth in the Intercreditor Agreement and shall only be required to be made to the extent expressly permitted to be made pursuant to the terms and conditions of the Intercreditor Agreement. The Issuer shall give the Collateral Agent prior written notice of making a mandatory prepayment pursuant to Section 2.05(d) of the Revolving Loan Agreement.
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Secured Note pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Secured Note) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event or the Registration Default; and
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding).
(b) On the Maturity Date and on the effective date of a prepayment or redemption of the Secured Note as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the prepayment/redemption price to Purchaser of the Secured Note subject to prepayment or redemption. Should Purchaser not receive payment of any amounts due on prepayment or redemption of its Secured Note by reason of the Company`s failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the greater of (I) the maximum lawful rate and (II) 18% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys` fees and costs, whether or not suit or other formal proceedings are instituted.
Prepayment Procedures. Any permitted prepayment or redemption of the Convertible Debentures and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible Debentures) as follows:
Prepayment Procedures. Any prepayment of Notes under this Section 9 shall be made by giving the holders of the Notes not less than thirty (30) days prior written notice thereof at its registered address. If there is more than one holder of the Notes, the principal amount of the Notes so to be prepaid shall be allocated as nearly as may be possible among the respective Notes and holders thereof so that the principal amount prepaid to each holder shall bear the same ratio to the aggregate principal amount then to be prepaid as the unpaid principal amount of Notes then held by such holder bears to the aggregate unpaid principal amount of all Notes then outstanding. If any Note is to be prepaid only in part, upon the surrender of the Note to the Company for prepayment, the Company shall execute and deliver to the holder of the Note so surrendered a new Note equal in principal amount to the unpaid portion of the surrendered Note, dated the most recent date to which interest shall have been paid on the surrendered Note and bearing the restrictive legends, if any, on the surrendered Note. Upon the fixing of a date for prepayment pursuant to this Section 9.3, the Notes or portions to be prepaid shall cease to bear interest and cease to be convertible on the date fixed for prepayment unless the Company shall default in making such prepayment.
Prepayment Procedures. Any prepayment, as well as any Prepayment Fee and Prepayment Surcharge that is applicable, will only be accepted in accordance with Lender’s established procedures. If Borrower, in making a Prepayment, intends the Prepayment to be applied to reduce the principal balance of the Note, Borrower must so inform Lender in writing accompanying the prepayment. Unless agreed to in writing otherwise, Lender may apply all prepayments in such manner as Lender, in its sole discretion, may determine.
Prepayment Procedures. (1) Each prepayment, other than a prepayment made under Section 2.3(d), shall be made pursuant to a Notice of Prepayment from the Borrowers to the Lender, which notice shall be substantially in the form attached hereto as Exhibit "I" and shall specify the principal amount to be prepaid and the date of prepayment (which shall be a Business Day), be irrevocable, and be effective only if received by the Administrative Agent not later than 1:00 p.m. Charlotte time on the prepayment date. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender. If a Notice of Prepayment is given, the amount specified in such notice shall be due and payable on the date set forth in such Notice.
(2) If no Event of Default exists and is continuing, any prepayment made pursuant to the provisions of Section 2.3(c), Section 2.3(d) or Section 2.3(e), as applicable, shall be applied in accordance with the provisions of Section 2.3(f). Any prepayment made while an Event of Default exists and is continuing shall be applied to accrued and unpaid fees, late charges, interest, and principal due under the Credit Facility, in any order and in any manner that the Required Lenders deem desirable in their collective absolute discretion.