AHYDO Catch-Up Payments Sample Clauses

AHYDO Catch-Up Payments. In addition to the payments otherwise set forth herein, Parent Borrower shall make such additional payments as are necessary on or before the end of the applicable accrual period, and on each relevant Interest Payment Date thereafter, sufficient (but not in excess of the minimum sufficient amount) to ensure that each Loan will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Internal Revenue Code. Each such additional payment shall be applied in full, notwithstanding any other provision herein (including Sections 2.15, 2.17 and 2.24) to prepay the relevant Loan.
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AHYDO Catch-Up Payments relating to Indebtedness of the Borrower and its Restricted Subsidiaries so long as no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing;
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AHYDO Catch-Up Payments. (a) Notwithstanding anything to the contrary in this Agreement, if any Initial Term Loan remains outstanding after the fifth anniversary of the Effective Date, on each Interest Payment Date after the fifth anniversary of the Effective Date, the Borrower shall redeem a portion of the principal amount of each Initial Term Loan outstanding on such date (including a portion of the principal amount of each such Initial Term Loan that arises by reason of the Borrower’s election pursuant to Section 2.13(a)(i)(B) or Section 2.13(b)(i)(B) to pay PIK Interest) on a pro rata basis at a redemption price equal to 100% of the principal amount of each such Initial Term Loan so redeemed (the amount paid in order to redeem any such Initial Term Loan on such date, the “Initial Term Loan PIK Redemption Amount” for such Initial Term Loan for such date), such that the sum of the Initial Term Loan PIK Redemption Amount plus the cash to be paid on such date with respect to all outstanding Initial Term Loans equals the AHYDO Amount for such Initial Term Loan.
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AHYDO Catch-Up Payments. Notwithstanding any provision contained herein, on or before the end of each accrual period (within the meaning of Section 163(i)(2)(A) of the Code) that ends after the fifth anniversary of the Loan’s issuance, the applicable Borrowers shall pay in cash to the applicable recipient such amount as shall be necessary to ensure that the Loan shall not be considered an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code or any successor provision (an “AHYDO Catch-Up Payment”).
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AHYDO Catch-Up Payments. Notwithstanding anything to the contrary, if the Revenue Interests remain outstanding after the fifth (5th) anniversary of the initial purchase thereof, then the Company shall pay to the Purchasers on the fifth (5th) anniversary of the closing of the transactions contemplated by this Agreement and on each applicable Payment Date occurring after such fifth (5th) anniversary an amount necessary to prevent the Revenue Interests from constituting “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code; provided that, for the avoidance of doubt, any such amount paid pursuant to this Section 2.02(d) shall be taken into account for purposes of the definition of Revenue Interest Period and shall be credited towards the discharge of the Put/Call Price.
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AHYDO Catch-Up Payments. Notwithstanding anything to the contrary, if the Revenue Interests shall remain outstanding after the fifth (5th) anniversary of the initial purchase thereof, then the Company shall prepay to the Purchasers on the fifth (5th) anniversary of the closing of the transaction contemplated by this Agreement and on each applicable Payment Date occurring after such fifth (5th) anniversary that portion of the outstanding Revenue Interests Payments necessary to prevent the Revenue Interests from constituting “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code.
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Related to AHYDO Catch-Up Payments

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

  • Severability; Maximum Payment Amounts If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

  • Payments Etc (a) Except as otherwise specifically provided herein, all payments under this Agreement and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 1:00 PM (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds at its Payment Office.

  • Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

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