and Section 5 Sample Clauses

and Section 5. 6(b), in the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date or a Fundamental Change Early Settlement Date, as applicable, that is after any Record Date and on or prior to the next succeeding Payment Date, Contract Adjustment Payments, if any, otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Certificate evidencing such Unit (or one or more Predecessor Certificates) was registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is effected on an Early Settlement Date or Fundamental Change Early Settlement Date, as applicable, Contract Adjustment Payments (but not, for the avoidance of doubt, Deferred Contract Adjustment Payments) that would otherwise be payable after the Early Settlement Date or Fundamental Change Early Settlement Date with respect to such Purchase Contract shall not be payable. The Company’s obligations with respect to Contract Adjustment Payments (including any accrued or Deferred Contract Adjustment Payments), will be subordinate and junior in right of payment to the Company’s obligations under any Senior Indebtedness. Upon any payment or distribution of assets of the Company to its creditors upon any dissolution, winding up, liquidation or reorganization, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other similar proceedings, the holders of all Senior Indebtedness shall first be entitled to receive payment in full of all amounts due or to become due thereon, or payment of such amounts shall have been provided for, before the Holders of the Corporate Units or Treasury Units shall be entitled to receive any Contract Adjustment Payments with respect to any such Corporate Units or Treasury Units. By reason of this subordination, in those events, holders of the Company’s Senior Indebtedness may receive more, ratably, and Holders of the Corporate Units or Treasury Units may receive less, ratably, than the Company’s other creditor...
AutoNDA by SimpleDocs
and Section 5. 9.1 shall not apply, and instead the provisions of this Section 5.8.4 shall apply, to any advance under any Loan Document to UK Borrower (the “Relevant Borrowerfor the purposes of this Section 5.8.4). For the avoidance of doubt, this Section 5.8.4 shall not apply to any advance under any Loan Document to any Borrower other than UK Borrower.
and Section 5. 08; (vii) any changes in applicable Laws or accounting rules, including GAAP; or (viii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses.
and Section 5. 4. Each of Section 5.1 and Section 5.4 of the Sponsor Support Agreement is hereby deleted in its entirety and replaced with “[Reserved].”
and Section 5. 8.2, the Lead Borrower shall indemnify, hold harmless and reimburse (within 30 days after written demand therefor) the Agent and Lenders for any Indemnified Taxes (including those attributable to amounts payable under this Section 5.8) withheld or deducted by any Obligor or the Agent, or paid by the Agent or any Lender, with respect to any payment on account of any Obligations, Letters of Credit or Loan Documents, and Other Taxes, whether or not such Taxes were properly asserted by the relevant Governmental Authority (other than penalties attributable to the gross negligence, willful misconduct or bad faith of the Agent or such Lender) and reasonable expenses relating thereto. A certificate as to the amount of any such payment or liability delivered to Lead Borrower by the Agent, or by a Lender (with a copy to the Agent), shall be conclusive, absent manifest error. If the Lead Borrower reasonably believes that the Agent or any Lender is entitled to receive a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to the Agent or such Lender by any Obligor pursuant to or in respect of this Section 5.8, the Lead Borrower (on behalf of itself and on behalf of the other Obligors) may notify (in writing) the Agent or such Lender of the availability of such refund. Upon receipt of such a notice, the Agent or such Lender shall promptly apply for such refund unless, in the good faith judgment of the Agent or such Lender, applying for such refund would cause the Agent or such Lender to suffer any material economic, legal or regulatory disadvantage. The Lead Borrower shall reimburse the Agent or such Lender for all reasonable out-of-pocket expenses of the Agent or such Lender incurred in pursuing such refund. If the Agent or such Lender receives any such refund, it shall be governed by Section 5.8.5. Notwithstanding anything to the contrary contained in this Section 5.8, the Obligors shall not be required to indemnify the Agent or any Lender pursuant to this Section 5.8 for any Indemnified Taxes or Other Taxes (and any related expenses) to the extent the Agent or the relevant Lender, as the case may be, fails to notify the relevant Obligor of such possible indemnification claim within 180 days after the Agent or such Lender, as the case may be, receives written notice from the applicable Governmental Authority of the specific tax assessment giving rise to such indemnification claim.
and Section 5. 2.10 hereof;
and Section 5. 02 of the Disclosure Schedules.
AutoNDA by SimpleDocs
and Section 5. 02. The Purchase Price, as increased or reduced, as applicable, in accordance with this Agreement, is referred to as the “Adjusted Purchase Price”.
and Section 5. 03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04
and Section 5. 9. The Company may at any time and from time to time purchase Notes in the open market or otherwise.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!