ADDITIONAL GUARANTEED PAYMENTS Sample Clauses

ADDITIONAL GUARANTEED PAYMENTS. As further consideration for the execution of this Agreement and the Joint Stipulation and Order of Dismissal with Prejudice, DIGENE shall pay LIFE SCIENCES, on behalf of ENZO, and in full satisfaction of the payments owed to ENZO under this paragraph 3.3, five Additional Guaranteed Payments, the first in the amount of U.S. $2,500,000.00 (two million five hundred thousand U.S. dollars), and the remaining four each in the amount of U.S. $3,500,000.00 (three million five hundred thousand U.S. dollars) for the annual periods ending September 30, 2005, 2006, 2007, 2008 and 2009. DIGENE shall pay these five Additional Guaranteed Payments as of September 30 of each of 2005, 2006, 2007, 2008 and 2009 (with payment to be made by November 14 of each such year), less a credit in the amount of Running Royalties due and actually paid to LIFE SCIENCES pursuant to paragraph 3.4 of this Agreement for the preceding one-year period (i.e., October 1, 2004 to September 30, 2005 for the first annual period and, for each of the four subsequent annual periods, October 1 of the preceding year to September 30, 2006, 2007, 2008 and 2009 ) with respect to which such Additional Guaranteed Payment is being made and, solely in the case of the first Additional Guaranteed Payment due by September 30, 2005, also less the remaining credit, if any, of the U.S. $2,000,000.00 (two million U.S. dollars) credit described in paragraph 3.1 of this Agreement. The application of the foregoing credits (other than the credit specified in paragraph 3.1 of this Agreement) and the actual payment of the Additional Guaranteed Payments shall be carried out in accordance with the provisions of paragraph 3.7 of this Agreement, i.e., the amount, if any, necessary to equal an Additional Guaranteed Payment will be made with the payment of Running Royalties for the fourth quarter of each of the five annual periods. The credit set forth in paragraph 3.1 may be taken by DIGENE as a pre-payment of Running Royalties over the course of the first annual period running from October 1, 2004 to September 30, 2005, until such U.S. $2,000,000.00 credit has been fully taken, with the understanding that any such pre-payment credits taken by DIGENE against Running Royalties due in that first annual period shall reduce (by the same amount as the credit so taken) the amount of credit that DIGENE may take against the first Additional Guaranteed Payment due as of September 30, 2005. DIGENE shall provide ENZO with a report indica...
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Related to ADDITIONAL GUARANTEED PAYMENTS

  • Additional Guaranties This Guaranty shall be in addition to any other guaranty or other security for the Obligations, and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guaranty or security.

  • Additional Guarantor Each additional Wholly Owned Subsidiary of Borrower which becomes a Subsidiary Guarantor pursuant to §5.5.

  • Additional Guarantors The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof to become a Guarantor for all purposes of this Guarantee by executing and delivering an Assumption Agreement in the form of Annex 1 hereto.

  • Additional Guarantees This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.

  • Additional Collateral; Additional Guarantors (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).

  • Additional Guarantors; Release of Guarantors SECTION 5.11 OF THE CREDIT AGREEMENT PROVIDES THAT CERTAIN SUBSIDIARIES MUST BECOME GUARANTORS BY, AMONG OTHER THINGS, EXECUTING AND DELIVERING TO AGENT A COPY OF THIS GUARANTY. ANY SUBSIDIARY WHICH EXECUTES AND DELIVERS TO THE AGENT THIS GUARANTY SHALL BE A GUARANTOR FOR ALL PURPOSES HEREUNDER. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN SECTION 5.10 OF THE CREDIT AGREEMENT, CERTAIN SUBSIDIARIES MAY OBTAIN FROM THE AGENT A WRITTEN RELEASE FROM THIS GUARANTY PURSUANT TO THE PROVISIONS OF SUCH SECTION, AND UPON OBTAINING SUCH WRITTEN RELEASE, ANY SUCH SUBSIDIARY SHALL NO LONGER BE A GUARANTOR HEREUNDER. EACH OTHER GUARANTOR CONSENTS AND AGREES TO ANY SUCH RELEASE AND AGREES THAT NO SUCH RELEASE SHALL AFFECT ITS OBLIGATIONS HEREUNDER.

  • Guaranty of Payment; Continuing Guaranty The guarantee in this Article IV is a guaranty of payment and not of collection, and is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

  • Joinder of Additional Guarantors The Pledgors shall cause each Subsidiary of Quest Resource Corporation which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Second Lien Term Loan Agreement, (a) to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 annexed hereto within thirty (30) Business Days on which it was acquired or created and (ii) a Perfection Certificate, in each case, within thirty (30) Business Days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Administrative Agent, execute and deliver such documentation as the Administrative Agent shall reasonably request and, in each case, upon such execution and delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

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