Accelerated Payment. In variance with Section 2.2(b) and 2.2(c), Xxxxxx shall be required to pay immediately to Vendors the maximum Escrow Amount or, as the case may be, the maximum aggregate Earn-Out Amounts, following deduction of any such amounts already paid to Vendors, in the event and at the time:
(a) Xxxxxx shall dispose of all or a substantial part of the operations of the Company and the Subsidiaries or the Shares other than to a member of the HHGI Group; or
(b) the Company and the Subsidiaries shall be involved in any merger with any member of the HHGI Group or any third party as a result of which the Company and its Subsidiaries can no longer operate on a stand-alone basis, whereby (i) such action cannot be deemed to be commercially reasonable in light of the market and economic conditions affecting the Company’s business or operations at that time or (ii) has the effect of decreasing the amount of the Escrow or the Earn-Out Amount, as the case may be; or
(c) Xxxxxx shall implement a material change to the ordinary and usual course of business as conducted by Vendors on the Closing Date, whereby (i) such change cannot be deemed to be commercially reasonable in light of the market and economic conditions affecting the Company’s business or operations at the time of such change or (ii) has the effect of decreasing the amount of the Escrow or the Earn-Out Amount, as the case may be (each, a “Material Change”). Sections 2.4 and 3.4 are applicable to a payment of the Purchase Price as a result of a Material Change.
Accelerated Payment. In case an Event of Default shall have occurred and be continuing, then, upon written demand of Lender, Borrower will pay to Lender the whole amount which then shall have become due and payable upon the Note, for principal or interest or both, as the case may be, and will also pay to Lender interest at the Involuntary Rate on the then unpaid principal of the Note, and the sums required to be paid by Borrower pursuant to any provision of this Mortgage, and, in addition thereto, such further amount as shall be sufficient to cover the costs and reasonable expenses of collection, including reasonable compensation to Lender, its agents and counsel and any reasonable expenses incurred by Lender hereunder. In the event Borrower shall fail forthwith to pay such amounts upon such demand, Lender shall be entitled and empowered to institute such action or proceedings at law or in equity as may be advised by its counsel for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against Borrower and collect, out of the property of Borrower wherever situated, as well as out of the Mortgaged Property, in any manner provided by law, moneys adjudged or decreed to be payable.
Accelerated Payment. Each Customer shall pay all accounts payable to Supplier for Component Parts existing on the Effective Date and those arising on or after the Effective Date of this Agreement and through the end of the Term on accelerated payment terms of 28 days sooner than the payment terms in place prior to the Effective Date, subject to Permitted Setoffs.
Accelerated Payment. All moneys owing by the Customer to QC shall be immediately due and payable by the Customer to QC without demand if:
10.1 Any information supplied by the Customer in applying for credit is incorrect or misleading;
10.2 There is a material adverse change in the financial position or credit worthiness of the Customer;
10.3 Any judgment, execution or other process of any Court is issued against or levied upon the Customer and that judgment, execution or other process is not dismissed, or withdrawn within 7 days from the date of the judgment, or issue or levy of the execution or other process;
10.4 Any Controller, Receiver, Receiver and Manager, Voluntary Administrator, Provisional Liquidator, Liquidator or Trustee in Bankruptcy is appointed to the Customer; or
10.5 Any application is made to the Court for an order that the Customer be made bankrupt or be wound up.
Accelerated Payment. If, prior to a Change of Control, Executive (a) becomes unable to provide services to the Corporation, either due to prolonged sickness, permanent disability or death, or (b) the Corporation terminates the Executive without Cause (as defined below), or the Executive resigns his employment for Good Reason (as defined below), then the Executive shall be entitled to receive the Outstanding Retention Payment.
Accelerated Payment. In the event of Executive's death during the Transition Period, the Executive's spouse shall be entitled to receive the Severance Payment of Three Hundred and Thirty Six Thousand dollars ($336,000), less all applicable withholding taxes and in accordance with Company's standard payroll practices, provided that the Supplemental Agreement is signed, within ninety (90) days of Executive's death, by the Executive's spouse and by the executor or administrator of the Executive's estate, or, if none, by the beneficiary(ies) under the Executive's will or under the laws of descent or distribution.
Accelerated Payment. Notwithstanding anything else to the contrary herein contained, the outstanding balance of the Loan, including all accrued and unpaid interest thereon and any other amounts owing to the Lender hereunder, shall be repaid by the Borrower to the Lender upon a notice of an Event of Default being issued by the Lender to the Borrower and failing payment of the same forthwith, the Lender may then proceed to enforce payment thereof by exercising any right, power or remedy permitted by this Agreement, or by law in such manner as the Lender may elect, without presentation, protest or further demand, or notice of any kind, all of which are hereby expressly waived.
Accelerated Payment. Borrower may repay Loan in advance. Accelerated Payment is subject to an Accelerated Payment Fee and, if applicable, Early Recovery Costs.
Accelerated Payment. If either Shipper or Ultra Petroleum Corp. is acquired by a non-investment grade company with a credit rating less than BB- as stated by Standard & Poor’s, Rockies Express shall have the sole and exclusive right to require all future reservation charge payments under this Agreement from Shipper to become immediately due. For the sake of clarity, if the acquirer has an investment rating of BB- or better, Rockies Express shall have no right to accelerate. If Shipper’s reservation charge payments are accelerated in accordance with this paragraph and the Shipper timely pays the same, then the Shipper may continue to receive service in accordance with this Agreement and the Transportation Agreement provided that it timely pays all applicable volumetric charges and surcharges, including without limitation Fuel and Loss Reimbursement retainages, Power Cost Reimbursement Charges, authorized and unauthorized overrun charges, commodity rates/charges/surcharges, ACA surcharges and other applicable surcharges in accordance with the Tariff.
Accelerated Payment. Notwithstanding the above, the entire Deferral Account Balance will be paid out in a single lump sum in the event of (i) a Change in Control (as defined below), (ii) a Disability, or (iii) the Executive’s death. Upon the occurrence of such event, the Deferral Account Balance shall be subject to:
(A) such credits as provided in Section 3 (if the event occurs on a date other than the last day of a Quarter, the Quarterly credit shall be on a pro-rata basis reflecting the last sentence of Section 3(a)); and
(B) such adjustment for income, gains and losses as provided in Section 4.
