Additional Funding Requirement Sample Clauses

Additional Funding Requirement. HealthAxis has agreed to the terms and conditions contained in this Amendment based upon Digital's representations that the agreements contained herein would enhance Digital's ability to raise additional funding. Accordingly, notwithstanding anything in this Amendment to the contrary, in the event Digital has not completed an additional round of funding by raising at least $4,000,000 on or before March 31, 2002 (the "Additional Funding Requirement"), then HealthAxis shall be entitled to receive the unpaid balance of the License Fee and all previously deferred Service Fees (including accrued interest on all such amounts) which would have otherwise have become due under the License and Consulting Agreement as if this Amendment had never been entered into. The Additional Funding Requirement shall also be deemed satisfied if Digital enters into a merger or other business combination transaction which has the net effect of increasing Digital's cash position by at least $4,000,000 (the surviving entity in the merger or other transaction has cash equal to the cash position of Digital immediately prior to the merger or other transaction plus at least $4,000,000) on or before March 31, 2002. If Digital fails to satisfy the Additional Funding Requirement, Digital would be entitled to credit for the $2,000,000.00 paid herewith against such unpaid License Fee and previously deferred Service Fees (and interest thereon) that would otherwise have become due under the License and Consulting Agreement and unpaid amounts that would otherwise have become due under the Promissory Note delivered under the Asset Purchase Agreement (as applicable). Except as expressly provided in Section 2(c) above, nothing herein shall abrogate Digital's rights to terminate the "Services Term" or the "Digital License Term" as provided in the License and Software Consulting Agreement. Digital may, at any time, give written notice to HealthAxis that Digital no longer utilizes the Non-Retail Layer Presentation Software and Other Common Modules, and in such case, no further payments shall be due under this Section regardless of whether an Additional Funding Event occurs on or before March 31, 2002, and the license granted to Digital in the License and Consulting Agreement shall be deemed automatically terminated for all purposes.
Sample 1
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Additional Funding Requirement. The second sentence of Section 3.5(a)(ii) in the Operating Agreement is hereby deleted and replaced, in its entirety, with the following sentence: “Such additional funding from the Series A Member may, at the option of the Series A Member, be in the form of additional Capital Contributions contributed to the Company in exchange for additional Series A Preferred Units issued at the Fair Market Value thereof or be in the form of debt evidenced by a promissory note in a form agreed to by the Series A Member and the Company. Notwithstanding the foregoing, however, from and after the date on which the aggregate additional funding provided to the Company by the Series A Member pursuant to this Section 3.5(a)(ii) in the form of debt equals $2,000,000, no more than 50% of any further funding provided to the Company by the Series A Member pursuant to this Section 3.5(a)(ii) may be in the form of debt.” The Members acknowledge that, as of the date of this Amendment, Amerigon, as the sole Series A Member, has provided the Company a total of $1,431,828, (the “Funded Amount”) pursuant to the provisions of Section 3.5(a)(ii) of the Operating Agreement. Amerigon hereby elects to receive a promissory note from the Company in respect of such funding. Furthermore, the Members have agreed that, in order to facilitate additional funding by Amerigon which Amerigon will elect to be in the form of debt, the promissory note to be issued by the Company evidencing the Funded Amount should be a revolving promissory note with a maximum outstanding balance of $1,500,000. The Members hereby approve the issuance of a promissory note in the form of Exhibit C by the Company in favor of Amerigon; furthermore, the Members agree that should Amerigon elect to treat any future additional funding as debt, then subject to and in accordance with the terms of Section 3.5(a)(ii) of the Operating Agreement, such additional debt will be evidenced by a promissory note in a form substantially similar to that set forth on Exhibit C (or, at the option of the Company, such additional debt plus the total amount of debt then outstanding under all promissory notes issued pursuant to Section 3.5(a)(ii) shall be consolidated into one new promissory note in a form substantially similar to that set forth in Exhibit C).
Sample 1
Additional Funding Requirement. Concurrently with delivery ------------------------------ of audited financial statements as required by Section 7.1(a), the Company shall deliver a certificate (the "Certificate") setting forth the Company's free cashflow for the previous Fiscal Year and
Sample 1
Additional Funding Requirement. 5.1(a)(iv) Advisors ................................................................................................................................. 1.11(c) Advisory Committee .............................................................................................................. 2.12(b) AET PATH .............................................................................................................................. 13.16 Affiliate .................................................................................................................................... 13.16
Sample 1
Additional Funding Requirement. 5.1(a)(iv) Advisors 1.10(c) Advisory Committee 2.12(b) AET PATH 13.16 Affiliate 13.16 Affiliate Parent 13.16 Affiliate Transaction Default 2.14(d) Affiliate Transactions 2.14(a) Agreement Preamble Anti-Corruption Laws 13.16 Anti-Money Laundering Laws 13.16 Available Cash 13.16 Available Limited Discretion Cash 13.16 Board 2.1 Board Observer 2.13(a) Business Day 13.16 Business Plan 13.16 Call Consummation Period 5.1(e) Call Exercise Price 5.1(e) Call Notice 5.1(e) Call Right 5.1(e) Capital Plan 13.16 Capital Request Funding Date 5.1(b) Capital Request Notice 5.1(a)(i), 5.1(a)(ii) Change in Control 13.16 Code 13.16 Common Membership Interests 1.6(a) Common Percentage Interests 13.16 Company Preamble Company Business 1.3(a) Company Business Opportunity 9.3(b)(i) Company Group 13.16 Company Group Tax Allocation Agreement 8.1(h) Competitor 13.16 Confidential Information 9.6(a) Contract 13.16 Contributing Member 5.1(c)(ii) Contribution Unfunded Amount Notice 5.1(c) Corporate Opportunity 9.3(c) Covered Person 13.16 Deadlock 1.10(a) Debt-to-Capital Ratio 13.16 Default Notice 2.14(d) Defaulting Member 4.2 Designated Alternate 2.2(f) Director 2.1 Drag Sale Period 6.5(g) Drag-Along Buyer 6.5(a) Drag-Along Notice 6.5(b) Drag-Along Right 6.5(a) Drag-Along Sale 6.5(a) Effective Date Preamble Emergency Expenditure 13.16 Emergency Situation 13.16 Encumber 13.16 Event of Default 4.1 Event of Dissolution 4.3(a) Excess Contribution 5.1(c)(i) Excluded Membership Interests 13.16 Fair Market Value 13.16 FDI Law 13.16 FE Directors 2.2(d) FE Member Preamble FE Outside Group 13.16 FERC 13.16 Financial Investor 13.16 FPA 13.16 GAAP 13.16 Governmental Body 13.16 Indebtedness 13.16 Independent Evaluator 13.15 Initial PSA 13.16 Investor Directors 2.2(b) Investor Employee 13.16 Investor Group 13.16 Investor Group Transfer 6.6 Investor Member Preamble Investor Member Minimum Return 6.5(h) IRR 13.16 JCP&L 13.16 KATCo Interests 13.16 KATCo ROFR Notice 9.3(b)(ii) KATCo ROFR Option Period 9.3(b)(ii)(1) KATCo ROFR Sale Period 9.3(b)(ii)(2) Law 13.16 Liens 13.16 Lock-Up Period 13.16 MAIT 13.16 MAIT Class B Contribution Preamble MAIT Class B Distributable Amounts 13.16 MAIT Class B Interests 13.16 Material Project 13.16 Member 13.16 Member Executives 1.10(b) Member Managers 1.10(b) Membership Interests 13.16 NERC 13.16 New Securities 13.16 Non-Contributing Member 5.1(c) Non-Transferring Member 6.3(a) OFAC 13.16 Order 13.16 Organizational Documents 13.16 Over-Contributing Member 5.1(c)(i) Parti...
Sample 1

Related to Additional Funding Requirement

  • Funding Requirements If Subrecipient receives funds pursuant to this Contract for more than one program, the funds received by Subrecipient for each program shall be expended only for that program, and Subrecipient shall not expend more funds for any program than are set forth in the Attachment C, Budget Schedule(s) for that program. Subrecipient shall operate continuously throughout the term of this Contract with at least the minimum number and type of staff and volunteers required for provision of the services described. Such staff and volunteers shall be qualified in accordance with all applicable statutes and regulations. Subrecipient agrees to submit to Administrator, upon request, a list of persons, including employees, subcontractors and volunteers, who are to provide such services, and any changes to said list, by name, title, professional degree, and experience.

  • Federal Funding Requirements If this Agreement is funded in whole or in part by the federal government, this section is applicable. It is mutually understood between the parties that this Agreement may have been written for the mutual benefit of both parties before ascertaining the availability of congressional appropriation of funds, to avoid program and fiscal delays that would occur if this Agreement were executed after that determination was made. This Agreement is valid and enforceable only if sufficient funds are made available to the JBE by the United State Government for the fiscal year in which they are due and consistent with any stated programmatic purpose, and this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or to any statute enacted by the Congress that may affect the provisions, terms, or funding of this Agreement in any manner. The parties mutually agree that if the Congress does not appropriate sufficient funds for any program under which this Agreement is intended to be paid, this Agreement shall be deemed amended without any further action of the parties to reflect any reduction in funds. The JBE may invalidate this Agreement under the termination for convenience or cancellation clause (providing for no more than thirty (30) days’ Notice of termination or cancellation), or amend this Agreement to reflect any reduction in funds.

  • Abortion Funding Limitation Contractor understands, acknowledges, and agrees that, pursuant to Article IX of the General Appropriations Act (the Act), to the extent allowed by federal and state law, money appropriated by the Texas Legislature may not be distributed to any individual or entity that, during the period for which funds are appropriated under the Act: 1. performs an abortion procedure that is not reimbursable under the state’s Medicaid program; 2. is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the state’s Medicaid program; or 3. is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state’s Medicaid program. The provision does not apply to a hospital licensed under Chapter 241, Health and Safety Code, or an office exempt under Section 245.004(2), Health and Safety Code. Contractor represents and warrants that it is not ineligible, nor will it be ineligible during the term of this Contract, to receive appropriated funding pursuant to Article IX.

  • No Requirement of Matched Funding Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

  • W-9 Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a properly completed Internal Revenue Service (“IRS”) Form W-9. The purpose of the W-9 form is to document the SS# or FEIN# per the IRS. Note: W-9s submitted for any other entity name other than the Grantee’s will not be accepted.

  • Funding Request The Borrower hereby requests the Funding pursuant to Section 2.1 and Section 2.3 of the Loan Agreement.

  • Reporting Requirement (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at xxxxx://xxxxxx.xxx.xxx. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at xxxxx://xxxxxx.xxx.xxx. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

  • Bonding Requirements The Contractor is required to furnish a performance bond on the form in a form acceptable to the City, in a sum of not less than [insert bonding level] of the annual amount of the contract to guarantee the faithful performance of this contract. The bond must be approved as to sufficiency and qualifications of the surety by the Controller.

  • Funding Reliance, etc Unless the Administrative Agent shall have been notified in writing by any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrower) and (in the case of a Lender), at the Federal Funds Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing.

  • Closing Requirements Closing shall occur after approval of title commitment, as described hereinabove. a) At closing, Seller shall do the following: 1. Duly execute, acknowledge and deliver to Buyer, a Quit Claim Deed conveying the Property to Buyer, free and clear of all liens, claims, pledges and encumbrances. b) At closing, Buyer shall do the following: 1. Execute and provide at closing, all documents reasonably required by the City for closing. 2. Tender payment at closing for the purchase price and all associated closing costs described herein.

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