Cash Payment Obligations. All redemptions or other cash payment obligation of the Company hereunder and/or pursuant to any other Transaction Document (as defined in the Securities Purchase Agreement) (each, a “Cash Payment Obligation”) shall be satisfied initially from the Master Account Collateral in the Master Restricted Account No. [ ] until such Master Account Collateral is exhausted and, thereafter from the remaining Collateral (as defined in the Security Documents), including, without limitation, in connection with any Change of Control, any Company Installment Redemption, any payment due at the Maturity Date or the occurrence and continuance of any Event of Default. In connection with any Cash Payment Obligation hereunder, at a time when Master Account Collateral remains in the Master Restricted Account No. [ ], pursuant to Section 4(ff) of the Securities Purchase Agreement, neither the Company nor the Applicable Holder shall deliver an instruction letter to the Controlled Account Bank to release Master Account Collateral from the Master Restricted Account No. [ ] unless the other party has consented in writing to the delivery of such instruction letter, except that upon the Applicable Holder’s delivery of a Master Restricted Account Activation Instruction to such applicable Controlled Account Bank after the occurrence and during the continuance of an Event of Default, the Applicable Holder shall have the sole right to deliver instructions, directions or orders of any form with respect to the Master Restricted Account No. [ ] to the applicable Controlled Account Bank (and the Company’s signature or consent shall not be required for such Controlled Account Bank to comply with any such instructions, directors or orders).

Cash Payment Obligations. Notwithstanding anything herein to the contrary, any redemption or other cash payment obligation of the Company that has then become due hereunder and/or pursuant to any other Transaction Document (each, a “Cash Payment Obligation”) due to the Holder, shall be satisfied from the Master Control Account Collateral in the Holder Master Restricted Account (and not any other Master Restricted Account of any holder of Other Notes), including, without limitation, in connection with any Event of Default, Change of Control, Company Installment Redemption or payment due on the Maturity Date, in each case, to the extent there is cash available in such Holder Master Restricted Account. The Company shall pay to the Holder any Cash Payment Obligation that cannot be satisfied from the Master Control Account Collateral in the Holder Master Restricted Account in accordance with the applicable provisions of the applicable Transaction Document giving rise to such Cash Payment Obligation. The Company hereby irrevocably consents to the Holder’s delivery of an instruction letter to the Control Account Bank to release Master Control Account Collateral to the Holder from the Holder Master Restricted Account, in each case, in an amount not to exceed any Cash Payment Obligation.

Cash Payment Obligations. Notwithstanding anything herein to the contrary, any Redemption Price or other cash payment obligation of the Company that has then become due hereunder and/or pursuant to any other Transaction Document (each, a “Cash Payment Obligation”) due to the Holder, shall be satisfied from the Master Control Account Collateral in the Holder Master Restricted Account (and not any other Master Restricted Account of any holder of Other Notes), including, without limitation, in connection with any Event of Default, Change of Control, Company Optional Redemption, Company Redemption or payment due on the Maturity Date, in each case, to the extent there is cash available in such Holder Master Restricted Account, provided that, for the avoidance of doubt, the Holder’s recourse against the Company and its assets shall not be limited to the Holder Master Restricted Account. The Company shall pay to the Holder any Cash Payment Obligation that is not satisfied from the Master Control Account Collateral in the Holder Master Restricted Account as and when due in accordance with the applicable provisions of the applicable Transaction Document giving rise to such Cash Payment Obligation. The Company hereby irrevocably consents to the Holder’s delivery of an instruction letter to the Control Account Bank to release Master Control Account Collateral to the Holder from the Holder Master Restricted Account, in each case, in an amount not to exceed any Cash Payment Obligation. In the event a Cash Payment Obligation with respect to any portion of the Conversion Amount of the Notes is being satisfied with the Master Control Account Collateral in the Holder Master Restricted Account, such portion of the Conversion Amount shall be reduced on a dollar for dollar basis for each dollar of Restricted Principal so released to the Holder. Therefore, if the Holder Pro Rata Amount of $62,000,000 of Restricted Principal were to be released to the Holder in satisfaction of a Cash Payment Obligation with respect to the Principal amount of this Note, assuming no conversions or redemptions of this Note, the Holder would retain a Note in the Principal amount of the Holder Pro Rata Amount of $13,000,000.

Cash Payment Obligations. Notwithstanding anything herein to the contrary, any redemption or other cash payment obligation of the Company that has then become due under the Certificate of Designations (each, a “Cash Payment Obligation”) due to such Buyer, may be satisfied from the cash deposited in the Escrow Account, to the extent there is cash available in the Escrow Account. The Company shall pay to such Buyer any Cash Payment Obligation that cannot be satisfied from the cash deposited in the Escrow Account in accordance with the applicable provisions of the applicable Transaction Document giving rise to such Cash Payment Obligation. The Company hereby irrevocably consents to such Buyers’ delivery of an instruction letter to the Escrow Agent to release to such Buyer cash deposited in the Escrow Account, in each case, in an amount not to exceed any Cash Payment Obligation. For the avoidance of doubt, in no event shall the available Escrowed Amount in the Escrow Account limit the Company’s Cash Payment Obligation to any Buyer.

Cash Payment Obligations

Related to Cash Payment Obligations

Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.
Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.
The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.
Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.
Payment Obligation The RTOs each assume responsibility for ensuring that their respective payment obligations resulting from the M2M coordination process set forth in Schedule D to this Agreement are satisfied without regard for their ability to collect such payments from their respective customers.
Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (v) the occurrence of any Default or Event of Default. (b) In the event any payment by the Borrower received by the Issuing Bank or the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent or Issuing Bank in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender's Percentage of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Bank or the Administrative Agent upon the amount required to be repaid by the Issuing Bank or the Administrative Agent.
Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the applicable Borrower does not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance with, §4.
Local Church’s Payment Obligations At Closing or otherwise prior to or on the Disaffiliation Date, Local Church shall pay to the Annual Conference, in a manner specified by Annual Conference, the following: (a) Local Church shall have the right to retain its Real Property and Personal Property, tangible and intangible property without charge. Any costs relating to Local Church’s retention of its property will be borne by Local Church. (b) Any unpaid apportionments for the twelve (12) months immediately prior to the Disaffiliation Date, as calculated by Annual Conference, totaling Fifteen Thousand Two Hundred Twenty and 00/100 Dollars ($15,220.00) (for clarity, any amounts paid within the twelve (12) month period set out above shall be credited to the Local Church at Closing); (c) An additional twelve (12) months of apportionments, as calculated by Annual Conference, totaling Fifteen Thousand Two Hundred Twenty and 00/100 Dollars ($15,220.00); (d) An amount equal to Local Church’s pro rata share, as determined by Annual Conference, of Annual Conference’s unfunded pension obligations, based on the Annual Conference’s aggregate funding obligations as determined by the General Board of Pension and Health Benefits using market factors similar to a commercial annuity provider, totaling Thirty- Seven Thousand Nine Hundred Sixty-Seven and 00/100 Dollars ($37,967.00); (e) If any clergy currently appointed to the Local Church will remain in The United Methodist Church after the Local Church disaffiliation, an amount equal to six (6) months salary, housing (if receiving a housing allowance), and pension/health benefits for the clergy, being Thirty-Eight Thousand One Hundred Eighty-Five and 00/100 Dollars ($38,185.00). The intent of this provision is to provide salary and benefits to the clergy from January 1, 2024 through July 1, 2024, which is a period of time in which the clergy will not have an appointment to a church. (f) Any unpaid loans (secured or unsecured) owed to the Annual Conference or other United Methodist entities such as The United Methodist Foundation of Western North Carolina (unless those loans are assigned or transferred per Section 3.2 below), and any investment portfolio needs which require modifications or assignments; (g) The aggregate amount of any and all grants awarded and paid to Local Church by Annual Conference or any affiliate or subsidiary thereof within the prior ten (10) years; and, (h) All costs of the transfer of any assets involved hereunder and transactions set out herein, as well as the legal fees of the Annual Conference incurred in connection with this Agreement.
Sharing of Reimbursement Obligation Payments Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.
The Reimbursement Obligations Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below.

Cash Payment Obligations Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Cash Payment Obligations