Network Sub Debt Sample Clauses

Network Sub Debt. Notwithstanding anything contained in this Agreement or any other Transaction Document to the contrary, any and all amounts that are received by and/or otherwise allocable to Network Sub pursuant to Section 9.4(c) (the “Network Sub Liquidation Proceeds”) shall be reduced by an amount equal to the amount of any and all Network Sub Debt outstanding as of the date upon which the Network Sub Liquidation Proceeds are to be distributed (the “Liquidation Reduction”), which amount shall be paid or otherwise allocated to Centene and/or Centene Sub (as applicable) in repayment of such outstanding Network Sub Debt. For the avoidance of doubt, the amount of any Network Sub Liquidation Proceeds in excess of the Liquidation Reduction shall belong to and may be retained by Network Sub. Following the dissolution of the Company and the payment of the Liquidation Reduction to Centene and/or Centene Sub (as applicable) in accordance with this Section 9.4(d), any remaining principal balance of Network Sub Debt shall be forgiven.
Sample 1
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Network Sub Debt. Notwithstanding anything contained in this Agreement or any other Transaction Document to the contrary, any and all amounts that are received by and/or otherwise allocable to Network Sub pursuant to Section 10.4(c) (the “Network Sub Liquidation Proceeds”) shall be reduced by an amount equal to the amount of any and all Network Sub Debt outstanding as of the date upon which the Network Sub Liquidation Proceeds are to be distributed (the “Liquidation Reduction”), which amount shall be paid or otherwise allocated to Centene and/or Centene Sub (as applicable) in repayment of such outstanding Network Sub Debt. For the avoidance of doubt, the amount of any Network Sub Liquidation Proceeds in excess of the Liquidation Reduction shall belong to and may be retained by Network Sub. Following the dissolution of the Company and the payment of the Liquidation Reduction to Centene and/or Centene Sub (as applicable) in accordance with this Section 10.4(d), any remaining principal balance of Network Sub Debt shall be forgiven, but only to the extent of that portion of the remaining principal balance, if any, that exceeds the sum of (i) one hundred percent (100%) of all Network Sub Services Agreement Receivables that are aged thirty (30) days or less as of the date upon which the Network Sub Liquidation Proceeds are to be distributed (the “Distribution Date”); and (ii) the amount that, under the Loan Documents, would have been payable by Network Sub to Centene as excess cash flow with respect to any Network Sub Services Agreement Receivables that are aged more than thirty (30) days as of the Distribution Date, had such Network Sub Services Agreement Receivables been timely paid.
Sample 1

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