Backstop Payment Sample Clauses

A Backstop Payment clause establishes a financial guarantee by a third party to ensure that payment obligations are met if the primary obligor fails to pay. In practice, this means that if the original party responsible for payment defaults or is unable to fulfill their payment duties, the backstop provider steps in to cover the outstanding amount. This clause is commonly used in financing arrangements or large transactions to provide assurance to the payee that they will receive payment regardless of the original payer's financial situation. Its core function is to mitigate credit risk and enhance the reliability of payment commitments in contractual relationships.
Backstop Payment. If as of the Effective Date the Backstop Commitment Agreement has not been terminated, the Backstop Payment shall be paid on the Effective Date in an amount equal to the greater of (x) $15 million (payable in cash) and (y) 6% of the Amount (50% paid in cash and 50% in the form of Common Shares, based on the Conversion Price).
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Backstop Payment. 3.1 If the aggregate of all Discoveries resulting from the Phase One Exploration Program is less than 5 million barrels of recoverable Petroleum, subject to clause 3.2 InterOil shall exchange fully paid common shares in InterOil or cash (or a combination thereof, in InterOil’s sole discretion) for PNGDV’s IPI (a “Backstop Payment”), calculated by reference to the full paid in Cost of IPI. PNGDV may in its sole discretion designate one or more Investors to whom the cash or shares shall be paid or issued. 3.2 The Backstop Payment will be paid in two equal installments, the first on or about December 15th, 2005, and the second on or about December 15th, 2006. i) The first instalment, payable in respect of 50% of the Cost of IPI (being $6,092,500), will be comprised of 149,300 shares in respect of $2,650,000 of the first instalment and cash and/or shares (valued at the market trading price under clause 3.3), in respect of the remaining $3,442,500 of the first instalment. ii) The second instalment, payable in respect of 50% of the Cost of IPI (being $6,092,500), will be comprised of (A)149,300 shares in respect of $2,650,000 of the second instalment and (B) cash and/or shares (valued at the market trading price under clause 3.3) in respect of the remaining $3,442,500 of the second instalment. Shares issued at the “market trading price” for the purposes of clauses 3.2(i) and (ii) shall be valued at the weighted average market trading price of InterOil shares in the month of November immediately preceding such issuance, such price to be determined by reference to the price prevailing on the stock exchange on which the largest value of InterOil shares traded (measured by reference to the volume and price of such trades during the relevant month). PNGDV shall not sell, and shall procure that any Investors that it intends to designate as the recipients of shares under clause 3.1 shall not sell, any InterOil shares during the 2-month period leading up to each such Backstop Payment payment date.
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Backstop Payment. 2(c) Indemnifying Party ......................... 10(a)
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Backstop Payment. (a) As consideration for the Backstop Commitment and the other agreements of the Backstop Parties in this Agreement, the Debtors shall pay or cause to be paid to the Backstop Parties (and any Replacing Backstop Party and/or Cover Purchaser with respect to any Backstop Party, as applicable) a backstop payment paid in cash equal to an aggregate of 20% of the Aggregate Backstop Party Cash Commitment (the “Backstop Payment”), consisting of (i) first, an amount equal to the quotient of (A) $27,000,000.00 over (B) the aggregate Backstop Commitment Percentages of Backstop Parties other than Backstop Payment Parties as of the date of Closing (the “Payment Party Backstop Payment”) allocated among the Backstop Payment Parties in accordance with Schedule 2 hereto and (ii) second, the remainder of the Backstop Payment (the “General Backstop Payment”) allocated among the Backstop Parties (for the avoidance of doubt, including the Backstop Payment Parties) pro rata based on the Backstop Parties’ Backstop Commitment Percentage; provided that for the avoidance of doubt in no event will the Debtors’ aggregate amount of Backstop Payments exceed 20% of the Aggregate Backstop Party Cash Commitment; provided further, for the avoidance of doubt, the proceeding proviso shall not limit the amount of any other payments hereunder, including any Expense Reimbursement. (b) The provisions for the payment of the Backstop Payment are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the Backstop Payment shall constitute an allowed administrative expense of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be pari passu with all other administrative expenses of the Debtors’ estate. (c) Notwithstanding anything herein to the contrary, a Defaulting Backstop Party shall not be entitled to receive any portion of the Backstop Payment, and the portion of the Backstop Payment that would otherwise have been allocated to such Defaulting Backstop Party shall instead be payable to the Replacing Backstop Party or Replacing Backstop Parties and/or Cover Purchaser(s) that purchase the Backstop Securities that such Defaulting Backstop Party was obligated to purchase pursuant to the terms hereof (or, if there is no such Replacing Backstop Party or Cover Purchaser, returned to the Company), in each case together with interest...
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Backstop Payment. The Borrower agrees to pay to each Backstop Party, on the Closing Date, its Pro Rata share of $1,636,000, as consideration for such Backstop Party’s agreement to, among other things participate in the DIP Facility and provide its New Money Loan Commitments as of the Closing Date (the “Backstop Party Payment”), which payment shall be effectuated pursuant to a deemed making by the Lenders of Loans on the Closing Date in an aggregate principal amount equal to the amount of the Backstop Party Payment (the “Backstop Loans”), which Backstop Loans shall have the same pricing, rights, privileges and other terms as otherwise attach to all New Money Loans (whether or not any New Money Loans are outstanding as of such time), but shall be made automatically and immediately upon and concurrently with the occurrence of the Closing Date, without requirement for any cash to be advanced by any Lender. The Borrower hereby agrees that it shall be deemed to have incurred, Backstop Loans, automatically as of the Closing Date, by operation of the provisions hereof, without any further action by any Person, and that all Backstop Loans shall be outstanding as of such time, and interest shall accrue thereon in the same manner as interest would accrue on New Money Loans if any were made on such date.
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Backstop Payment. PNGDV shall ensure that: 3.1 If the aggregate of all Discoveries resulting from the Phase One Exploration Program is less than 5 million barrels of recoverable Petroleum, InterOil shall exchange fully paid common shares in InterOil for Investor's IPI (a "Backstop Payment"), calculated by reference to the full paid in Cost of IPI. 3.2 The Backstop Payment will be paid in two equal instalments, the first comprised of the issuance on or about December 15th, 2005 of 14,930 shares per US$530,000 of the full paid in cost of Cost of IPI, the second comprised of the issuance on or about December 15th, 2006 of 14,930 shares per US$530,000 of the full paid in Cost of IPI.
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Related to Backstop Payment

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Bidding Amount 8.1. The Auctioneer shall have discretion to determine the increase of bidding rate based on the total number of Registered E-Bidders and value of the property auctioned. 8.2. In the event there is only one Registered E-Bidders during the auction, the public auction will begin at the property's reserve price while if there are more than one Registered E-Bidders, the public auction will begin at the increment rate which to be determined.

  • Gross Settlement Amount Except as otherwise provided by Paragraph 8 below, Defendant promises to pay $1,110,000.00 as the Gross Settlement Amount. Defendant will separately pay the employer's share of payroll taxes on the Wage Portion of the Individual Class Payments. Defendant has no obligation to pay the Gross Settlement Amount prior to the deadline stated in Paragraph 4.3 of this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Participating Class Members or Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to Defendant.

  • Settlement Consideration 4.1 Subject to the procedures in Sections 6 and 7 below, and in compromise of disputed claims and in consideration of this Agreement, as well as additional consideration described in this Agreement, the Parties have agreed that in exchange for a release by the Releasing Persons of the Released Persons of Released Claims, entry of Final Judgment as contemplated herein, and dismissal with prejudice of the Action, Defendant shall make the following payments: 4.1.1 Subject to the terms, limits, conditions, coverage limits, and deductibles of policies, Class Members who timely file valid Claim Forms by the Claims Deadline will be paid Claim Settlement Payments in an amount equal to the Nonmaterial Depreciation that was withheld from ACV Payments and not subsequently paid; 4.1.2 For Class Members identified under subsections 4.1.1 above, simple interest at the rate of 6% per annum on the Nonmaterial Depreciation determined under subsections 4.1.1, from the date of each respective ACV Payment to the Effective Date; 4.1.3 For Class Members identified under subsections 4.1.1 and for whom all Nonmaterial Depreciation that was withheld from ACV Payments was subsequently paid, simple interest at the rate of 6% per annum on Nonmaterial Depreciation that was initially withheld from ACV payments, from the date of each ACV Payment from which Nonmaterial Depreciation was withheld to the date all Nonmaterial Depreciation was paid; 4.1.4 Subject to the conditions set forth in this Agreement, attorneys’ fees and expenses that are awarded by the Court to Class Counsel; 4.1.5 Subject to the conditions set forth in this Agreement, service awards that are awarded by the Court to the Representative Plaintiffs. 4.1.6 The costs of Class Notice and settlement administration, as provided in this Agreement; and 4.1.7 The reasonable fees incurred by the Neutral Evaluator, as provided in this Agreement. 4.2 Until such time as the foregoing payments are made, all sums to be paid by Defendant shall remain under the control and ownership of Defendant or Defendant’s independent contractors. Neither Class Members nor any other Person shall have any right to or ownership or expectation interest in Claim Settlement Payments or any other sums unless and until timely and eligible claims of Class Members have been submitted and checks in payment of same have been issued and timely negotiated by Class Members, as described in this Agreement. For any payment that has not been timely negotiated by a Class Member, that Class Member’s rights to that payment shall be forfeited by the Class Member, and all rights to any such payments shall be governed by the Defendant’s general escheatment procedures and in accordance with the laws of the applicable states.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.