Consideration for Forbearance Sample Clauses

Consideration for Forbearance. In consideration of Equitable's agreement to forbear from taking certain actions during the Forbearance Period, the Company agrees that: (a) Simultaneously with the execution of this Agreement, the Company shall provide Equitable with an executed copy of a forbearance agreement (the "Bank Forbearance Agreement"), in the form attached hereto as Exhibit B, with all schedules and exhibits, between the Company, Firstar Bank, N.A., as Agent, and the other lenders party to that certain Credit Agreement, dated as of March 15, 1999, as amended (collectively, the "Banks"); (b) Upon request, the Company shall provide to Equitable copies of all documents described in subsections (b), (e), (f) and (j) of Section 5 of the Bank Forbearance Agreement; (c) Simultaneously with the execution of this Agreement, the Company shall provide Equitable with evidence of payment of all real estate taxes pertaining to the Collateral; (d) Simultaneously with the execution of this Agreement, the Company shall reimburse Equitable the sum of $28,500 which has been and will be incurred by Equitable in connection with obtaining an appraisal of the Collateral; (e) On or before January 19, 2001, the Company shall provide Equitable with the information required by Section 5(j)(vi)(D) of the Bank Forbearance Agreement for the months of November and December, 2000; (f) On or before January 31, 2001, the Company shall pay to Equitable all of its documented legal fees and expenses incurred in connection with this Agreement and the review of the Loan Documents and Collateral, which shall be invoiced to the Company on or before January 19, 2001; (g) Upon invoice, the Company shall reimburse Equitable for the costs of lien searches for the Collateral; (h) Except as specifically provided herein, the Company shall comply with all of the terms of the Loan Documents; (m) Within one (1) business day of the Company's receipt thereof, the Company shall provide Equitable written notice of demand for payment made by the holder of any guaranty made by the Company; and (n) The Company shall pay no dividends or make any other distributions to shareholders, or make any loans for borrowed money to any person other than extensions of trade credit in the ordinary course of business.
Sample 1
Consideration for Forbearance. In consideration of the Lender’s agreement to forbear from taking certain actions during the Forbearance Period, the Obligors agree that: (a) During the Forbearance Period: (i) The Obligors shall comply with the terms of this Agreement and the Financing Agreement (as amended hereby) and provide to the Lender such financial and other information required under or requested in accordance with this Agreement or the Financing Agreement. (ii) The Obligors shall pay (a) all amounts due employees for wages, salary, and benefits together with state and federal taxes (including, but not limited to, all sales, withholding and social security taxes), (b) all premiums for insurance (including but not limited to, all property and casualty, liability and worker’s compensation insurance), and (c) real property and personal property tax payments when due unless such taxes are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. (b) During the Forbearance Period, the Obligors shall furnish to the Lender on the day any Obligor first obtains knowledge of the occurrence of any Forbearance Event of Default (as hereinafter defined), a statement of an authorized representative of the Company setting forth details of such Forbearance Event of Default. (c) During the Forbearance Period, the Obligors shall continue to keep the Lender informed of the status of potential refinancing of the Obligations. (d) The Company shall pay to the Lender a fully earned, non-refundable fee in the amount of Fifty Thousand Dollars ($50,000).
Sample 1
Consideration for Forbearance. PSLA gave up valuable rights and agreed to forbear from exercising legal remedies available to it in exchange for the promises, representations, acknowledgments and warranties of Core FL and Horizons 5 and subsidiaries of Core FL contained herein and PSLA would not have entered into this Agreement but for such promises, representations, acknowledgments and warranties, all of which have been freely bargained for and accepted by PSLA in good faith; and
Sample 1
Consideration for Forbearance. In addition to the agreements of Lender set forth elsewhere in this Agreement, as a condition of and as further consideration for Lender’s forbearance in enforcing the Loans as set forth in this Agreement, each of the Soupman Entities covenants and agrees as follows: (a) Upon the execution of this Agreement, Soupman shall issue and deliver to Lender 500,000 shares (the “Vested Shares”) of common stock, par value $.001 per share, of Soupman (“Common Stock”), which Vested Shares shall be registered in the name of Lender, legally and validly issued and non-assessable, and fully vested in Lender, without restrictions or encumbrances other than restrictions or encumbrances imposed by applicable Federal and state securities laws; (b) Upon the execution of this Agreement, Soupman shall issue to Lender 500,000 shares (the “Restricted Shares”) of Common Stock (evidenced by one certificate for 400,000 shares and one certificate for 100,000 shares) to be held in escrow as follows: (i) unless earlier forfeited in accordance with clause (iii) below, the Restricted Shares shall fully vest in Lender on the Forbearance Termination Date, without restrictions or encumbrances other than restrictions or encumbrances imposed by applicable Federal and state securities laws; (ii) following the vesting of the Restricted Shares, Lender shall treat the “Vested Value” (as hereinafter defined) of the Restricted Shares as a payment against the Outstanding Balance on and as of the “Valuation Date” (as hereinafter defined); provided, however, that if, on the Valuation Date (x) the Vested Value on the Valuation Date exceeds the Outstanding Balance on such date, Lender shall be entitled to retain all of the Restricted Shares and shall not be required to return to any of the Soupman Entities or SKII any of the Restricted Shares or the value thereof; and (y) if, after applying the Vested Value to the Outstanding Balance on the Valuation Date, there still remains an Outstanding Balance, the XXXX Entities shall continue to be liable for the payment of such Outstanding Balance in accordance with the terms of the Loan Documents, this Agreement and the XXXX Entities Guaranty unless, until and only to the extent that the actual amounts received by Lender from a sale of the Restricted Shares, or balance thereof, exceeds the then Outstanding Balance; (iii) if the Outstanding Balance is paid in full prior to the Forbearance Termination Date, then 400,000 Restricted Shares shall be forfeited, cancell...
Sample 1
Consideration for Forbearance. In consideration of ComVest's agreement to forbear as hereinafter provided, the Company hereby agrees that: (a) The Company shall pay to ComVest a forbearance fee in the amount of $87,500 which shall be due and payable (i) $25,000 on or before June 30, 2005 and (ii) $62,500 on or before July 21, 2005. Such forbearance fee shall be deemed fully earned upon the execution and delivery of this Agreement by the Company, and shall be an "Obligation" under and as defined in the Security Agreement, and secured by all of the Collateral pledged under the Security Agreement; and (b) The transfer restrictions contained in Section 5.1(a) of the Purchase Agreement, and in Section 8 of the Notes, are hereby amended, so that, from and after the date hereof, subject to Section 5.1(b) of the Purchase Agreement, ComVest and/or any direct or remote transferee(s) of ComVest may assign or transfer any Note (including any further Additional Note(s) which may be issued pursuant to the Purchase Agreement) or any portion thereof to any person or entity whatsoever, except that the transfer restrictions set forth in Section 5.1(a) of the Purchase Agreement and in Section 8 of the Notes shall continue in full force and effect with respect to (i) Hologic, Inc., (ii) Xxxxxx Xxxxxx or any business or entity in which he is employed or is otherwise involved or has a greater than 5% ownership interest, and (iii) any Affiliates (as defined in the Purchase Agreement) of any of the foregoing. Such transfer restrictions with respect to Hologic, Inc. and any of its Affiliates will terminate and be of no further force and effect upon the earlier of (i) an Option Triggering Event (as defined in the Warrant dated February 22, 2005 issued by the Company to ComVest) and (ii) July 21, 2005.
Sample 1

Related to Consideration for Forbearance

  • Consideration for Stock In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

  • TERMINATION FOR IMPROPER CONSIDERATION 8.44.1 The County may, by written notice to the Contractor, immediately terminate the right of the Contractor to proceed under this Contract if it is found that consideration, in any form, was offered or given by the Contractor, either directly or through an intermediary, to any County officer, employee, or agent with the intent of securing this Contract or securing favorable treatment with respect to the award, amendment, or extension of this Contract or the making of any determinations with respect to the Contractor’s performance pursuant to this Contract. In the event of such termination, the County shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of default by the Contractor. 8.44.2 The Contractor shall immediately report any attempt by a County officer or employee to solicit such improper consideration. The report shall be made either to the County manager charged with the supervision of the employee or to the County Auditor-Controller's Employee Fraud Hotline at (000) 000-0000. 8.44.3 Among other items, such improper consideration may take the form of cash, discounts, services, the provision of travel or entertainment, or tangible gifts.

  • Consideration for Performance The consideration to be paid to the Contractor under this Agreement will be compensation for all the Contractor’s expenses incurred in the performance of this Agreement, unless otherwise expressly provided.

  • Consideration Period You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

  • Termination for fault 19.3.1 The Commonwealth may terminate this Agreement by notice where the Grantee has: (a) failed to comply with an obligation under this Agreement and the Commonwealth believes that the non‐compliance is incapable of remedy or where clause 19.2.2(b) applies; (b) provided false or misleading statements in relation to the Grant; or (c) become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration. 19.3.2 The Grantee agrees, on receipt of the notice of termination, to: (a) stop the performance of the Grantee’s obligations; (b) take all available steps to minimise loss resulting from the termination; and (c) report on, and return any part of the Grant to the Commonwealth, or otherwise deal with the Grant, as directed by the Commonwealth.

  • Termination for Non-Appropriation The continuation of this Contract beyond the current fiscal year is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the City. The City may terminate this Contract, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the City’s funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired.

  • Termination for Market Change (a) In the event of delay or interruption under B8.33, exceeding 90 days, and Contract has not been modified to include replacement timber, this contract may be terminated upon election and written notice by Purchaser, if (i) a rate redetermination for market change under B3.33 shows that the appraised weighted average Indicated Advertised Rate of all Included Timber remaining immediately prior to the delay or interruption has been reduced through a market change by an amount equal to or more than the the weighted average Current Contract Rate, or (ii) the appraised value of the remaining timber is insufficient to cover the adjusted base rates as determined under B3.33.

  • Performance by the Lender If the Borrower at any time fails to perform or observe any of the foregoing covenants contained in this Article VI or elsewhere herein, and if such failure shall continue for a period of ten calendar days after the Lender gives the Borrower written notice thereof (or in the case of the agreements contained in Sections 6.5, 6.7 and 6.10, immediately upon the occurrence of such failure, without notice or lapse of time), the Lender may, but need not, perform or observe such covenant on behalf and in the name, place and stead of the Borrower (or, at the Lender's option, in the Lender's name) and may, but need not, take any and all other actions which the Lender may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments); and the Borrower shall thereupon pay to the Lender on demand the amount of all monies expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action by the Lender, together with interest thereon from the date expended or incurred at the Floating Rate. To facilitate the Lender's performance or observance of such covenants of the Borrower, the Borrower hereby irrevocably appoints the Lender, or the Lender's delegate, acting alone, as the Borrower's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of the Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by the Borrower under this Section 6.11.

  • Termination for Force Majeure 15.5.1. The License Agreement may be terminated for Force Majeure Reasons as specified in Article -14.

  • Mitigation by the Lenders 15.1 Mitigation Each Finance Party shall, in consultation with the Borrowers take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does not in any way limit the obligations of any Security Party under the Finance Documents.