Direct Payments. (a) If any Lender, by exercising any right of setoff or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,
(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant, other than to any Obligor or any Affiliate of an Obligor (as to which the provisions of this Section shall apply); and
(iii) the provisions of this Section shall not be construed to apply to (A) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (B) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Documents, (C) any reduction arising from an amount owing to an Obligor upon the termination of Derivatives entered into between the Obligor and such Lender except for a net amount available after the termination of all Derivatives entered into between the Obligors and such Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors, or (D) any payment to which such Lender is entitled as a result of any form of credit protection obtained by ...
Direct Payments. As long as the Purchaser or any institutional holder which is a direct or indirect transferee (as a result of one or more transfers) from the Purchaser shall be the holder of any Shares, the Company will make all redemption payments, liquidation payments and other distributions by wire transfer to the Purchaser's or such other holder's (or its nominee's) account at any bank or trust company, notwithstanding any contrary provision herein or in the Company's certificate of incorporation with respect to the place of payment. The Purchaser has provided an address on Schedule 1 hereto for payments by wire transfer, and such address may be changed for the Purchaser or any subsequent holder by notice to the Company. All such payments shall be made in U.S. dollars and in federal or other immediately available funds.
Direct Payments. The Lenders agree among themselves that, except as otherwise provided for in this Agreement and except as necessary to adjust for Advances that are not in each Lender’s Proportionate Share under the applicable Credit Facilities, all sums received by a Lender relating to this Agreement or by virtue of the Security, whether received by voluntary payment, by the exercise of the right of set-off or compensation (pursuant to Section 7.02, 11.09 or otherwise) or by counterclaim, cross-action or as proceeds of realization of any Security or otherwise, will be shared by each Lender in its Proportionate Share and each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section, including without limitation, the purchase from other Lenders of a portion thereof by the Lender who has received an amount in excess of its Proportionate Share as will be necessary to cause such purchasing Lender to share the excess amount rateably in its Proportionate Share with the other Lenders. If any sum which is so shared is later recovered from the Lenders who originally received it, the Lender will restore its Proportionate Share of such sum to such Lenders, without interest. If any Lender (a “Receiving Lender”) will obtain any payment of moneys due under this Agreement as referred to above, the Receiving Lender will forthwith remit such payment to the Agent and, upon receipt, the Agent will distribute such payment in accordance with the provisions hereof.
Direct Payments. The Lenders agree among themselves that, except as otherwise provided for in this Agreement, all sums received by a Lender relating to this Agreement whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-action or otherwise, shall be shared by each Lender so that the ultimate exposure of each Lender is in accordance with its Advanced Share of all Advances under this Credit Facility, and each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section, including without limitation, the purchase from other Lenders of their proportionate interest in the Borrowings by the Lender who has received an amount in excess of its Proportionate Share of amounts advanced under this Credit Facility as shall be necessary to cause such purchasing Lender to share the excess amount rateably with the other Lenders to the extent of their Advanced Share of any Advances under this Credit Facility. If any Lender shall obtain any payment of moneys due under this Agreement as referred to above, it shall forthwith remit such payment to the Administrative Agent and, upon receipt, the Administrative Agent shall distribute such payment in accordance with the provisions of Section 12.6.
Direct Payments. BCBSM, or its representative, will make payment directly to Provider for Covered Services except for Copayments and Deductibles that are the responsibility of the Member.
Direct Payments. As long as the Purchaser or any payee named in the Notes delivered to the Purchaser on the Closing Date, or any institutional holder which is a direct or indirect transferee from the Purchaser or such payee, shall be the holder of any Note, the Company will make payments (whether at maturity, upon mandatory or optional prepayment, upon repurchase or otherwise) of principal, interest and premium, if any, (i) by check payable to the order of the holder of any such Note duly mailed or delivered to such address as the Purchaser or such other holder may designate in writing or (ii) if requested by the Purchaser or such other holder, by wire transfer to the Purchaser's or such other holder's (or its nominee's) account at any bank or trust company in the United States of America, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. IF THE PURCHASER HAS PROVIDED AN ADDRESS ON EXHIBIT A HERETO FOR PAYMENTS BY WIRE TRANSFER, THEN THE PURCHASER SHALL BE DEEMED TO HAVE REQUESTED WIRE TRANSFER PAYMENTS UNDER THE PRECEDING CLAUSE (ii). All such payments shall be made in federal or other immediately available funds and shall be transmitted by 2:00 p.m. local time at the place of payment on the day when due.
Direct Payments. In addition to services and products ordered by the District, Vendor will sell directly to each customer and payments will be made directly to Vendor from the customer (i.e. parent, student, or staff).
Direct Payments. Each Eligible Direct Payment Receivable included in the Borrowing Base is in full force and effect. The related Excluded Subsidiary, Tax Equity Investor, Loan Party or other Subsidiary is the entity that is entitled to claim each applicable Eligible Direct Payment Receivable included in the Borrowing Base. There is no Law, Contractual Obligation or provision contained in any applicable constitutional document that prohibits any Excluded Subsidiary or Tax Equity Investor from directing the proceeds of any Eligible Direct Payment Receivable included in the Borrowing Base to any Loan Party (by distribution or otherwise) or, upon the occurrence and during the continuance of an Event of Default, to the Administrative Agent, and any related Account identified by a Loan Party as an Eligible Direct Payment Receivable is not (a) subject to any known defenses, disputes, offsets, contra accounts or counterclaims, (b) subject to any Lien or any transfer or other restrictions which could reasonably be expected to prohibit, hinder or delay distribution of the amounts represented by such Account to a Loan Party or (c) excluded as ineligible by virtue of one or more of the excluding criteria (other than any Administrative Agent-discretionary criteria) set forth in the definition of Eligible Direct Payment Receivables.
Direct Payments. 45.1 The Partners recognise the growing importance and impact of direct payments to Service Users for purchasing their own agreed packages of care.
45.2 The design of the resource allocation arrangements will deliver: Discipline over approval of proposed care plans and direct payments approach; Security of funding ahead of spend by Service Users (e.g. “debit card”, pre-approved spend) Approach to recovering unused funding from individual Service Users.
Direct Payments. 6.6.1 The City may, at its sole discretion, make payments from Contractor’s Community Parking District Revenue Fund [CPD Revenue Fund] on behalf of Contractor for expenses to facilitate eligible capital improvement projects.
6.6.2 The City may, at the written request of Contractor, execute an interfund transfer (or other action) to effect payment from Contractor’s CPD Revenue Fund to another City fund for eligible expenses, such as the purchase of parking meter cards and refill time.
6.6.3 The City may, at the written request of Contractor, make a direct payment from Contractor’s CPD Revenue Fund to a Subcontractor for eligible expenses, provided:
a) the amount of the direct payment exceeds fifty percent of Contractor’s outstanding advance; and
b) the subcontract, furnished to the City, complies with the requirements set forth in Article XIV below.
