Working Capital Commitments Sample Clauses

The Working Capital Commitments clause defines the obligations of parties, typically lenders, to provide funds that support a company's day-to-day operational needs, such as inventory purchases or accounts payable. This clause outlines the maximum amount available, the conditions under which funds can be drawn, and any limitations or requirements for usage. Its core practical function is to ensure the business has reliable access to short-term financing, thereby maintaining liquidity and smooth operational flow.
Working Capital Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Working Capital Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Working Capital Credit Exposure exceeding such Lender’s Working Capital Commitment and (b) the sum of the total Working Capital Credit Exposures exceeding the total Working Capital Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Working Capital Loans.
View SourceView Similar (6)
Working Capital Commitments. Company agrees to pay to Administrative Agent, for distribution to each Working Capital Lender in proportion to that Lender's Pro Rata Share of the Working Capital Loan Commitments, commitment fees for each day during the period from and including the Closing Date to and excluding the Working Capital Loan Commitment Termination Date (or, if earlier, the date of termination of the Working Capital Loan Commitments in their entirety) on the excess on such day of the Working Capital Loan Commitments over the sum of (i) the aggregate principal amount of outstanding Working Capital Loans on such day plus (ii) the Letter of Credit Usage (but not including any outstanding Swing Line Loans) on such day at a rate per annum equal to the commitment fee percentage set forth below opposite the Consolidated Leverage Ratio as set forth in the most recent Margin Determination Certificate delivered pursuant to subsection 6.1(iv): Working Capital Loan Consolidated Leverage Ratio Commitment Fee Percentage --------------------------------------------------------------------- Greater than or equal to 5.00:1.00 0.500% Greater than or equal to 4.00:1.00 0.375% but less than 5.00:1.00 Greater than or equal to 3.00:1.00 0.300% but less than 4.00:1.00 Less than 3.00:1.00 0.250% such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on each Quarterly Date of each year, commencing on the first such date to occur after the Closing Date, and on the Working Capital Loan Commitment Termination Date; PROVIDED that until the delivery of the first Margin Determination Certificate pursuant to subsection 6.1(iv) after the six-month anniversary of the Closing Date the applicable commitment fee percentage for the Working Capital Loan Commitments shall be 0.50%. Changes in the applicable commitment fee rate for Working Capital Loan Commitments resulting from a change in the Consolidated Leverage Ratio shall become effective as provided in subsection 2.3C. In the event that Company fails to deliver a Margin Determination Certificate timely in accordance with the provisions of subsection 6.1(iv), from the time such Margin Determination Certificate was required to be delivered until such date as such a Margin Determination Certificate is actually delivered, the applicable commitment fee percentage shall be the maximum percentage amount set forth above per annum.
View SourceView Similar (4)
Working Capital Commitments. Upon the terms and subject to the conditions of this Agreement, until the Working Capital Termination Date, each Working Capital Lender agrees, severally but not jointly, to lend (and upon repayment, relend) to the Borrower, at such times and in such amounts as the Borrower shall request, up to an aggregate principal amount at any time outstanding equal to such Working Capital Lender's Working Capital Commitment Amount, subject to the following limitations: (i) the aggregate principal amount of Working Capital Advances and Working Capital Swing Line Advances at any time outstanding shall not exceed the sum of the Working Capital Commitment Amounts of all the Working Capital Lenders; (ii) the aggregate principal amount of Working Capital Advances and Working Capital Swing Line Advances at any time outstanding shall not exceed the Working Capital Borrowing Base as determined by the Administrative Agent from its records.) (iii) the principal amount of P&I Advances applied to fund any P&I Payment shall not exceed 95% of the P&I Payment Receivable resulting from such P&I Payment, and the aggregate principal amount of ▇&▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ng shall not exceed $15,000,000; (iv) the principal amount of T&I Advances applied to fund any T&I Payment shall not exceed 90% of the T&I Payment Receivable resulting from such T&I Payment, the principal amount of Foreclosure Advances applied to fund any Foreclosure Payment shall not exceed 90% of the Foreclosure Payment Receivable resulting from such Foreclosure Payment, and the total of the aggregate principal amount of T&I Advances plus the aggregate principal amount of Foreclosure Advances at any time outstanding shall not exceed $25,000,000; and (v) the principal amount of Investment Loan Advances applied to finance or refinance the origination or acquisition of any Investment Loan shall not exceed 80% of the Working Capital Collateral Value of such Investment Loan, and the aggregate principal amount of Investment Loan Advances at any time outstanding shall not exceed $5,000,000. The Working Capital Lenders shall not be obligated to make Working Capital Advances if, after giving effect thereto, any of the foregoing limitations would be exceeded. The failure of any one or more of the Working Capital Lenders to make a Working Capital Advance in accordance with its Working Capital Commitment shall not relieve the other Working Capital Lenders of their several obligations hereunder, but no Working Capital Lender ...
View SourceView Similar (2)
Working Capital Commitments. Subject to the satisfaction or waiver of each of the conditions set forth in Section 5.03, each Lender severally shall make Working Capital Advances to the Borrower commencing on the Closing Date, in an aggregate amount not to exceed the amount set forth next to such Lender's name as its "Working Capital Commitment" on Schedule 2 (the foregoing obligation to make a Working Capital Advance being hereinafter referred to as each Lender's "Working Capital Commitment"). At no time shall the aggregate principal amount of all outstanding Working Capital Advances exceed the Aggregate Working Capital Commitment. Notwithstanding the foregoing, Working Capital Advances made prior to the First Distrigas Payment Date shall be limited to $10,000,000. The Working Capital Commitment shall terminate at the close of business on the Maturity Date unless earlier terminated by the Administrative Agent pursuant to Section 8.01 following the occurrence and continuation of a Borrower Event of Default. Any Working Capital Advance or portion thereof which is prepaid or repaid may, until the date that is 15 days prior to the Maturity Date, be reborrowed.
View Source
Working Capital Commitments. Provided that CommScope shall have satisfied its obligations hereunder, including its obligations under Section 2.1 hereof, at the -6- Closing, the CTV Member shall be deemed to have made a working capital loan to the Cable JV pursuant to the terms of the loan agreement, the form of which is attached hereto as Exhibit 2.5 (the "Revolving Credit Agreement"), in an amount equal to the CommScope Working Capital Amount.
View Source
Working Capital Commitments. Subject to the limitations below and other provisions of the Loan Documents, on a revolving basis, and on Business Days before the Warehouse-Actual-Termination Date, each Lender severally agrees to provide its Commitment Percentage of Working-Capital Borrowings so long as, in each case, no Working-Capital Borrowing may be disbursed that would cause any of the following applicable limitations to be exceeded, which limitations must be read together and are not mutually exclusive: (i) The sum (without duplication) of the total Principal Debt plus the total LC Exposure may never exceed the lesser of either (A) the total Combined Commitments, or (B) the total Borrowing Base. (ii) The sum (without duplication) of the total Principal Debt of all Working-Capital Borrowings plus the total LC Exposure may never exceed the lesser of either (A) the total Working-Capital Commitments or (B) the Borrowing Base for Receivables. (iii) No Working-Capital Borrowing may be made on a day that is not a Business Day, or on or after the Warehouse-Actual-Termination Date. (iv) Each disbursement of a Working-Capital Borrowing must be at least $25,000.
View Source
Working Capital Commitments. (i) Subject to the terms and conditions hereof (including Section 2.1.3(b) and the conditions precedent set forth in Sections 3.1 and 3.2), each Working Capital Lender severally agrees to make, from time to time during the Working Capital Availability Period, Working Capital Loans to the Borrower in an amount up to such Lender's Working Capital Commitment. The aggregate principal amount of all Working Capital Loans outstanding at any time shall not exceed the difference between (A) the Working Capital Commitment at such time minus (B) the sum (without duplication) of (1) the aggregate Available Amount with respect to all Working Capital Letters of Credit then outstanding plus (2) the aggregate Unreimbursed Amount with respect to all Working Capital Letters of Credit then outstanding. Each Working Capital Lender's Working Capital Commitment shall terminate immediately and without further action on the Maturity Date with respect to the Working Capital Facility. (ii) Notwithstanding anything to the contrary herein, the sum of (A) the aggregate principal amount of all Working Capital Loans outstanding at such time, (B) the aggregate Available Amount with respect to all Working Capital Letters of Credit then outstanding and (C) the aggregate Unreimbursed Amount with respect to all Working Capital Letters of Credit then outstanding shall not exceed the then current Working Capital Commitment. (iii) The amount of each Working Capital Lender's Working Capital Commitment is set forth on Appendix A or the applicable Assignment Agreement, as the case may be, subject to any adjustment or reduction in such amount pursuant to the terms and conditions hereof. The Working Capital Commitment of each Working Capital Lender shall be reduced, on a pro rata basis, in the event that the Working Capital Commitment is reduced for any reason. The aggregate amount of the Working Capital Commitments as of the Closing Date is $80,000,000.
View Source
Working Capital Commitments 
View Source

Related to Working Capital Commitments

  • Capital Commitments (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

  • Working Capital Loans (a) Each Senior Lender, severally and not jointly, shall make Working Capital Loans to the Borrower during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan that would cause (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Commitment. (b) Each Working Capital Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of Working Capital Loan Borrowings). (c) Proceeds of the Working Capital Loans shall be deposited into the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreement. (d) Working Capital Loans repaid or prepaid may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Lender’s Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such date.

  • Working Capital Upon consummation of the Offering, it is intended that approximately $1,000,000 of the Offering proceeds will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Incremental Commitments (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.