Outstanding Advances. An advance on the payment due NovaCare by Nautilus Marketing hereunder (an "Advance") shall be deemed to have been made under any of the circumstances described in this subparagraph:
(1) In the event that a Deduction applicable to the calculation of any Sales Commission or Marketing Allowance was not deducted in the calculation of such amount at the time of payment by Nautilus Marketing (whether through error or because the Deduction arose from events occurring after the initial calculation of the amount), the reduction in such amount that would have occurred if that Deduction had been deducted by Nautilus Marketing shall be an Advance.
(2) In the event that the Marketing Allowance paid with respect to any sales year set forth in Section 4 hereof is determined not to have been payable due to failure of NovaCare to achieve the sales quota for such year, after adjusting for Deductions and making any other adjustments required hereunder, such payment shall be an Advance.
(3) In the event any Customer fails to pay any amount due pursuant to an order financed by Nautilus pursuant to Section 3.4.2 hereof, the payment of which is guaranteed by NovaCare pursuant to Section 3.4.3 hereof, the amount of Sales Commission and Marketing Allowance previously paid with respect to such sale shall be an Advance, provided that such Sales Commission and Marketing Allowance shall be deemed to have been earned to the extent the amount paid by the Customer or by NovaCare pursuant to its guaranty obligation with respect to such sale, less the amount of any Deductions related thereto, exceeds eighty percent (80%) of the aggregate List Price of all Products included in such sale.
(4) Whenever, for any reason, the amount of Sales Commission, Marketing Allowance, or any other payment made in respect to a fiscal quarter exceeds the amount of such payments due in respect of that fiscal quarter after the adjustments set forth in this Agreement (whether as a result of an error in calculation or events occurring after the initial calculation), the amount of the overpayment shall be an Advance.
(5) In the event NovaCare fails to pay any amount due Nautilus or Nautilus Marketing under the guaranty provisions set forth in Section 3.4.3 hereof, such unpaid amount may be treated as an Advance at the election of Nautilus Marketing. That portion of the total of all Advances made under this Agreement that, from time to time, has not been recovered by Nautilus Marketing through an adjustment to am...
Outstanding Advances. The aggregate unpaid principal of the Advances as of any date of determination.
Outstanding Advances. The aggregate outstanding principal amount of the Advances shall not exceed the amount permitted to be outstanding as described in Section 2.01(a) hereof.
Outstanding Advances. Maintain outstanding Advances in an amount greater than $15,000,000 during the period of time from and after the Closing Date up to and including December 31, 2011.”
(f) Section 7(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Outstanding Advances. (a) The aggregate principal amount of the Outstanding Advances is One Hundred Sixty Six Million Sixty One Thousand Four Hundred Twenty Pesos (PHP166,061,420.00) as of April 30, 2016. The Outstanding Advances are legal, valid and binding obligations due to the Seller from HB Holdco and the HB Holdco Subsidiary, and enforceable against them, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally and to general principles of equity.
(b) The Seller has no outstanding liabilities to HB Holdco that may give rise to a right of set-off in favor of HB Holdco.
(c) The Seller has the legal right and authority to assign the Outstanding Advances absolutely and free from all Encumbrances.
(d) The Outstanding Advances have not been sold, offered for sale or legally or equitably assigned or otherwise encumbered by the Seller.
(e) There are no Orders, garnishment, attachments or liens outstanding affecting the Outstanding Advances in any way.
Outstanding Advances. In order to give effect to the increase in the Syndicated Facility Commitment Amount as contemplated hereby, the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interest in, or the purchase of participations in, existing Advances) to give effect to the increase in the Syndicated Facility Commitment Amount and to ensure that the aggregate Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations under the Syndicated Facility after giving effect to such increase and the increased Syndicated Facility Commitment Amount. Notwithstanding the foregoing and the changes to the Individual Syndicated Facility Commitment Amounts on the First Amendment Date, each Lender’s Rateable Portion under any Advance made by way of Bankers’ Acceptance or LIBOR Based Loan under the Syndicated Facility which is outstanding as of the date hereof will remain until the maturity date thereof. Any new Advance made by way of Bankers’ Acceptance or LIBOR Based Loan after the date hereof or any Rollover of such outstanding Bankers’ Acceptance or LIBOR Based Loan after the date hereof shall be issued in accordance with each Lender’s Rateable Portion after giving effect to the changes to the Commitment Amount provided for herein.
Outstanding Advances. The Banks shall pay to the -------------------- Agent for the account of Fuji Bank their respective Commitment Percentages (as adjusted pursuant to Section ------- 2.2 hereof) of outstanding Advances made by Fuji Bank. --- All amounts so paid shall constitute Advances by the Banks and shall increase the outstanding principal balances of their respective Notes accordingly.
Outstanding Advances. There are no outstanding advances to Seller from any performing rights society, subpublisher, printer or other person.
Outstanding Advances. The parties hereto agree that, on and after the Restatement Date, all Existing Advances shall be advances of the Lenders (the "Advances") outstanding hereunder, it being the intention of the parties hereto that the Existing Advances shall continue and remain outstanding and not be repaid on the Restatement Date. The outstanding balance of the Advances on the date hereof is $109,375,000.
Outstanding Advances. Maintain outstanding Advances in an amount greater than (A) $15,000,000 during the period of time from and after the Closing Date up to and including the date that is the third month anniversary of the Closing Date and (B) $7,500,000 during the period of time that is from and after the date immediately following the third month anniversary of the Closing Date up to and including the date that is the twenty-first month anniversary of the Closing Date.
