Novation of Debt Sample Clauses

Novation of Debt. 1.1 IPSI hereby transfers and assigns to Endpoint all its debts owed to FTT, which is $324,543.78, in addition to its liabilities and obligations owed to FFT under the SAAS Agreement, effective as of the Effective Date. Endpoint hereby assumes and agrees to fulfill and discharge all such debts, liabilities and obligations in accordance with the terms of the SAAS Agreement. 1.2 IPSI and FFT hereby agree that FFT will continue its services under the SAAS Agreement with respect to existing IPSIPay clients and users during the Transition Period (as defined below), provided that NO new clients of IPSIPay platform will be onboarded under the IPSIPay brand starting September 6, 2023. All existing clients will become Endpoint clients, after notification by Endpoint, that a brand change will occur on October 5, 2023. 1.3 IPSI hereby will assist for a period of 30 days from the Effective Date in transferring all accounts related to the IPSIPay wallet services to Endpoint, starting as of the Effective Date (such 30 day period, ending October 5, 2023, the “Transition Period”). 1.4 FFT hereby releases IPSI from all its obligations, debts, and liabilities under the SAAS Agreement as of the Effective Date. FFT further consents to Endpoint assuming such obligations and agrees to treat Endpoint as the new debtor and operator under the SAAS Agreement. IPSI and FFT shall have no further obligations or responsibilities to each other under the SAAS Agreement after the Effective Date, other than as provided for in this Agreement. 1.5 IPSI and FFT hereby agree to fully indemnify and hold each other harmless from any damages, claims, or expenses incurred by the other party as a result of actions or inactions taken or not taken by them under the SAAS Agreement. 1.6 By the conclusion of the Transition Period, Endpoint will no longer be permitted to operate the IPSIPay app under the brand “IPSIPay” and shall have completed the rebranding of IPSIPay to a different name and brand. FFT and Endpoint each acknowledge and agree that “IPSIPay” is a registered trademark of and owned exclusively by IPSI and neither FFT nor Endpoint shall have the right to utilize the name IPSIPay or any derivative of such name from and after the Effective Date, except during the Transition Period as expressly provided for herein. 1.7 IPSI has heretofore made a deposit of $10,000 to FFT which FFT will return back to IPSI as of the Effective Date, and Endpoint agrees to pay FFT as a deposit payment of $10,000 ...
Sample 1
AutoNDA by SimpleDocs
Novation of Debt. The operations that take place under the credit facility granted will not lead to any novation of debt. Should there be any mention of a novation of debt for any reason whatsoever, the bank reserves all its rights in respect of all security, in accordance with Article 1278 of the Civil Code.
Sample 1

Related to Novation of Debt

  • Subordination of Debt Until senior debt has been paid in full, Debtor will not pay and Creditor will not accept any payment on subordinated debt at any time that an Event of Default (as defined in the Senior Facility Agreement) has occurred and is continuing in respect of senior debt. Anything of value received by Creditor on account of subordinated debt in violation of this agreement will be held by Creditor in trust and immediately will be turned over to Lender in the form received to be applied by Lender on senior debt.

  • Cancellation of Debt The Borrower shall not cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

  • Subordination of Debentures 49 13.1 Agreement to Subordinate......................................49 13.2 Default on Senior Debt, Subordinated Debt or Additional Senior Obligations..............................49 13.3

  • Limitations on Incurrence of Debt (a) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

  • Repayment of Debt Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Creditors, severally and not jointly, agree to cancel the Debt, up to an aggregate of $124,184.26 as the payment for the Shares at a price of $0.460829 per share. Each Creditor’s Debt Cancellation Amount as set forth on the signature page hereto executed by such Creditor shall be settled for “Delivery Versus Payment” with the Company. The Company shall deliver the Shares to the Creditors as the repayment of Debt within 30 days of this Agreement.

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

  • Payment of Debt Borrower will pay the Debt at the time and in the manner provided in the Note and in this Security Instrument.

  • DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of June 11, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of June 11, 2003 between Borrower and Bank, as amended from time to time (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

  • Prepayment of Debt Make any prepayment (whether optional or mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt.

  • Amendment of Loan Agreement The Loan Agreement is hereby modified and amended as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!