Common use of Payment Deferral Clause in Contracts

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Company is not permitted, pursuant to the terms of its outstanding Indebtedness to make such TRA Payment, or if, after making such TRA Payment, the Company would be in breach or default under the terms of its outstanding Indebtedness, or (ii) (1) the Company does not have the cash on hand to make such TRA Payment and is not permitted to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtedness, and (2) the Company is not able to obtain cash from its Subsidiaries to fund such TRA Payment because (A) the applicable Subsidiary is not permitted, pursuant to the terms of its outstanding Indebtedness, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or if, after making such TRA Payment, the applicable Subsidiary would be in breach or default under the terms of its outstanding Indebtedness, (B) the applicable Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or (C) the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clauses (A) or (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each case, the Company shall, by delivering a Deferral Attestation to the Transfer Agent along with a copy of the Accountant Attestation for such TRA Payment, by the date such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year), be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable.

Payment Deferral. (a) Notwithstanding Section 4.17, if the Exercise Period for each Right is accelerated due to a proposed Significant Corporate Transaction or Change in Control Transaction and such transaction has not been consummated prior to the expiration of such accelerated Exercise Period, the Company may defer depositing the cash or TCI Series A Shares required to effect the purchase of the MusicCo Series A Common Stock and Distributed Entity Stock surrendered upon exercise of the Rights, pending receipt of an officers' certificate in accordance with this Section 4.13. Notwithstanding anything to the contrary provided contained herein, any such deferral of the purchase of the surrendered shares of MusicCo Series A Common Stock and Distributed Entity Stock shall be conducted in compliance with all applicable laws, including federal and state securities laws. Not less than 10 Business Days prior to the extent thateffective date of the proposed Significant Corporate Transaction, at unless a shorter period is acceptable to the time any TRA Payment becomes due Company, the Applicable Entity shall deliver an officers' certificate (an "Applicable Entity Officers' Certificate") signed by its Chairman of the Board and payable hereunder, (i) its President to the Company is not permittedand the Rights Agent, pursuant certifying that all conditions precedent to the terms consummation of its outstanding Indebtedness the Significant Corporate Transaction have been satisfied or waived and setting forth the effective date of the proposed Significant Corporate Transaction. Not less than 10 Business Days prior to make such TRA Payment, or if, after making such TRA Paymentthe effective date of the proposed Change in Control Transaction, the Company would be shall deliver to the Rights Agent an officer's certificate (a "Company Officer's Certificate") signed by its Chairman of the Board, President or a Vice President, certifying that all conditions precedent to the consummation of the Change in breach Control Transaction have been satisfied or default under waived and setting forth the terms effective date of its outstanding Indebtedness, or (ii) (1) the proposed Change in Control Transaction. Promptly following receipt by the Company does not have of an Applicable Entity Officers' Certificate or the delivery by the Company of a Company Officer's Certificate, as the case may be, but in no event later than the effective date specified therein, the Company shall make the deposit of cash or TCI Series A Shares with the Rights Agent required by Section 4.11. Promptly following such deposit, the Rights Agent shall distribute the cash on hand or TCI Series A Shares so deposited to make such TRA Payment and is not permitted the Persons entitled to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtednesssame as provided in Section 4.11, and (2) deliver the Company is not able to obtain cash from its Subsidiaries to fund such TRA Payment because (A) certificates for the applicable Subsidiary is not permitted, pursuant to the terms of its outstanding Indebtedness, to pay dividends, make loans or otherwise make payments MusicCo Common Stock and Distributed Entity Stock to the Company as provided in Section 4.08. If the Board of Directors of the Applicable Entity determines to allow it to make terminate or abandon the proposed Significant Corporate Transaction or that such TRA Payment, or if, after making such TRA Paymenttransaction will otherwise not be consummated, the applicable Subsidiary would be in breach or default under the terms of its outstanding Indebtedness, (B) the applicable Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments Applicable Entity shall promptly following such determination deliver to the Company and the Rights Agent an Applicable Entity Officers' Certificate to allow it such effect. If the proposed Change in Control Transaction is terminated or abandoned or the Company otherwise determines that such proposed transaction will not be consummated, then the Company shall promptly so notify the Rights Agent by delivering to make the Rights Agent a Company Officer's Certificate to such TRA Paymenteffect. Promptly following receipt by the Rights Agent of such Applicable Entity Officers' Certificate or Company Officer's Certificate, or (C) as the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clauses (A) or (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each casecase may be, the Company shallRights Agent shall mail to each Holder by first class mail the certificates evidencing the shares of MusicCo Series A Common Stock, the shares of Distributed Entity Stock and the Rights surrendered by delivering a Deferral Attestation such Holder to the Transfer Rights Agent along in connection with a copy of the Accountant Attestation for such TRA Paymentaccelerated Exercise Period and, by the date such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after if the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year), be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable.has

Payment Deferral. (a) Notwithstanding Section 4.17, ---------------- if the Exercise Period for each Right is accelerated due to a proposed Significant Corporate Transaction or Change in Control Transaction and such transaction has not been consummated prior to the expiration of such accelerated Exercise Period, the Company may defer depositing the cash or TCI Series A Shares required to effect the purchase of the MusicCo Series A Common Stock and Distributed Entity Stock surrendered upon exercise of the Rights, pending receipt of an officers' certificate in accordance with this Section 4.13. Notwithstanding anything to the contrary provided contained herein, any such deferral of the purchase of the surrendered shares of MusicCo Series A Common Stock and Distributed Entity Stock shall be conducted in compliance with all applicable laws, including federal and state securities laws. Not less than 10 Business Days prior to the extent thateffective date of the proposed Significant Corporate Transaction, at unless a shorter period is acceptable to the time any TRA Payment becomes due Company, the Applicable Entity shall deliver an officers' certificate (an "Applicable Entity Officers' Certificate") signed by its Chairman of the Board and payable hereunder, (i) its President to the Company is not permittedand the Rights Agent, pursuant certifying that all conditions precedent to the terms consummation of its outstanding Indebtedness the Significant Corporate Transaction have been satisfied or waived and setting forth the effective date of the proposed Significant Corporate Transaction. Not less than 10 Business Days prior to make such TRA Payment, or if, after making such TRA Paymentthe effective date of the proposed Change in Control Transaction, the Company would be shall deliver to the Rights Agent an officer's certificate (a "Company Officer's Certificate") signed by its Chairman of the Board, President or a Vice President, certifying that all conditions precedent to the consummation of the Change in breach Control Transaction have been satisfied or default under waived and setting forth the terms effective date of its outstanding Indebtedness, or (ii) (1) the proposed Change in Control Transaction. Promptly following receipt by the Company does not have of an Applicable Entity Officers' Certificate or the cash on hand to make such TRA Payment and is not permitted to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtedness, and (2) delivery by the Company is not able to obtain cash from its Subsidiaries to fund such TRA Payment because (A) of a Company Officer's Certificate, as the applicable Subsidiary is not permittedcase may be, pursuant to but in no event later than the terms of its outstanding Indebtedness, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or if, after making such TRA Payment, the applicable Subsidiary would be in breach or default under the terms of its outstanding Indebtedness, (B) the applicable Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or (C) the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clauses (A) or (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each caseeffective date specified therein, the Company shallshall make the deposit of cash or TCI Series A Shares with the Rights Agent required by Section 4.11. Promptly following such deposit, by delivering a Deferral Attestation the Rights Agent shall distribute the cash or TCI Series A Shares so deposited to the Transfer Agent along with a copy of Persons entitled to the Accountant Attestation for such TRA Paymentsame as provided in Section 4.11, by and deliver the date such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions certificates for the applicable Subject Taxable Year), be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable.MusicCo Common

Payment Deferral. (a) Notwithstanding anything With respect to each calendar quarter, if the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Company International Adjustment Amount is not permitted, pursuant to the terms of its outstanding Indebtedness to make such TRA Payment, or if, after making such TRA Payment, the Company would be in breach or default under the terms of its outstanding Indebtedness, or (ii) (1) the Company does not have the cash on hand to make such TRA Payment and is not permitted to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtedness, and (2) the Company is not able to obtain cash from its Subsidiaries to fund such TRA Payment because (A) the applicable Subsidiary is not permitted, pursuant to the terms of its outstanding Indebtedness, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or if, after making such TRA Payment, the applicable Subsidiary would be in breach or default under the terms of its outstanding Indebtedness, (B) the applicable Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or (C) the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clauses (A) or (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each case, the Company shall, by delivering a Deferral Attestation to the Transfer Agent along with a copy of the Accountant Attestation negative for such TRA Payment, by the date quarter (i.e. Triangle owes such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect amount to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable YearXxxxxx), Triangle shall be permitted to defer payment of such TRA Payment until International Adjustment Amount to the condition described extent, and only to the extent, that Triangle's cash, cash equivalents, short term and long term investments (at the end of the calendar quarter, as defined in clauses the footnotes to Triangle's consolidated financial statements, hereinafter "Triangle's Cash") is or would be less than $ *** after such payment. Any amounts deferred pursuant to the immediately preceding sentence shall be added to a "Reimbursement Account" maintained for Triangle, which shall initially *** . The Reimbursement Account shall bear *** on the amount, if any, from time to time in the Reimbursement Account. With respect to each subsequent calendar quarter, if the International Adjustment Amount is positive for such quarter and there is a balance in the Reimbursement Account (iplus any accrued but unpaid interest), Xxxxxx shall be permitted to offset payment of such International Adjustment Amount (otherwise owing to Triangle) to the extent, and only to the extent, of the current balance in the Reimbursement Account. If Triangle's Cash exceeds $ *** when there is a balance in the Reimbursement Account (plus any accrued but unpaid interest), Triangle shall apply such excess to pay down the amount of such balance in connection with the applicable Final Payment. In addition, if Xxxxxx is obligated to make any payment(s) to Triangle pursuant to Section 5 at any time when there is a balance in the Reimbursement Account, Xxxxxx shall be permitted to offset a portion of such payment to the extent, and only to the extent, that Triangle's Cash would exceed $*** after such payment. The balance in the Reimbursement Account (including any accrued but unpaid interest) shall be correspondingly reduced by the amount of any Triangle payment or Xxxxxx offset under this Section 6.6(b). Triangle shall promptly provide to Xxxxxx upon its reasonable request a written report indicating Triangle's Cash to permit Xxxxxx to determine Triangle's obligations under this Section 6.6(b). Triangle may at its option elect to pay down the Reimbursement Account (iiincluding any accrued but unpaid interest) above when Triangle's Cash is no longer applicableless than $ ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Company is not permitted, pursuant to the terms of its outstanding Indebtedness to make such TRA Payment, or if, after making such TRA Payment, the Company would be in breach or default under the terms of its outstanding Indebtedness, or (ii) (1) the Company does not have the cash on hand to make such TRA Payment and is not permitted to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtedness, and (2) the Company is not able to obtain cash from its Subsidiaries to fund such TRA Payment because (A) the applicable Subsidiary is not permitted, pursuant to the terms of its outstanding Indebtedness, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or if, after making such TRA Payment, the applicable Subsidiary would be in breach or default under the terms of its outstanding Indebtedness, (B) the applicable Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or (C) the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clauses (A) or (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each case, the Company shall, by delivering a Deferral Attestation to the Transfer Agent along with a copy of the Accountant Attestation for such TRA Payment, by the date such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year), be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable.

Payment Deferral. (a) Notwithstanding anything With respect to each calendar quarter, if the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Company International Adjustment Amount is not permitted, pursuant to the terms of its outstanding Indebtedness to make such TRA Payment, or if, after making such TRA Payment, the Company would be in breach or default under the terms of its outstanding Indebtedness, or (ii) (1) the Company does not have the cash on hand to make such TRA Payment and is not permitted to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtedness, and (2) the Company is not able to obtain cash from its Subsidiaries to fund such TRA Payment because (A) the applicable Subsidiary is not permitted, pursuant to the terms of its outstanding Indebtedness, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or if, after making such TRA Payment, the applicable Subsidiary would be in breach or default under the terms of its outstanding Indebtedness, (B) the applicable Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments to the Company to allow it to make such TRA Payment, or (C) the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clauses (A) or (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each case, the Company shall, by delivering a Deferral Attestation to the Transfer Agent along with a copy of the Accountant Attestation negative for such TRA Payment, by the date quarter (i.e. Triangle owes such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect amount to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable YearXxxxxx), Triangle shall be permitted to defer payment of such TRA Payment until International Adjustment Amount to the condition described extent, and only to the extent, that Triangle's cash, cash equivalents, short term and long term investments (at the end of the calendar quarter, as defined in clauses the footnotes to Triangle's consolidated financial statements, hereinafter "Triangle's Cash") is or would be less than $ *** after such payment. Any amounts deferred pursuant to the immediately preceding sentence shall be added to a "Reimbursement Account" maintained for Triangle, which shall initially be zero. The Reimbursement Account shall bear simple interest at prime (ias reported in the Wall Street Journal on the last business day of each calendar month) plus 1% per annum on the amount, if any, from time to time in the Reimbursement Account. With respect to each subsequent calendar quarter, if the International Adjustment Amount is positive for such quarter and there is a balance in the Reimbursement Account (plus any accrued but unpaid interest), Xxxxxx shall be permitted to offset payment of such International Adjustment Amount (otherwise owing to Triangle) to the extent, and only to the extent, of the current balance in the Reimbursement Account. If Triangle's Cash exceeds $ *** when there is a balance in the Reimbursement Account (plus any accrued but unpaid interest), Triangle shall apply such excess to pay down the amount of such balance in connection with the applicable Final Payment. In addition, if Xxxxxx is obligated to make any payment(s) to Triangle pursuant to Section 5 at any time when there is a balance in the Reimbursement Account, Xxxxxx shall be permitted to offset a portion of such payment to the extent, and only to the extent, that Triangle's Cash would exceed $*** after such payment. The balance in the Reimbursement Account (including any accrued but unpaid interest) shall be correspondingly reduced by the amount of any Triangle payment or Xxxxxx offset under this Section 6.6(b). Triangle shall promptly provide to Xxxxxx upon its reasonable request a written report indicating Triangle's Cash to permit Xxxxxx to determine Triangle's obligations under this Section 6.6(b). Triangle may at its option elect to pay down the Reimbursement Account (iiincluding any accrued but unpaid interest) above when Triangle's Cash is no longer applicableless than $ ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Payment Deferral. (a) Notwithstanding Section 4.17, if the Exercise ---------------- Period for each Right is accelerated due to a proposed Significant Corporate Transaction or Change in Control Transaction and such transaction has not been consummated prior to the expiration of such accelerated Exercise Period, the Company may defer depositing the cash or TCI Class A Shares required to effect the purchase of the MusicCo Series A Common Stock and Distributed Entity Stock surrendered upon exercise of the Rights, pending receipt of an officers' certificate in accordance with this Section 4.13. Notwithstanding anything to the contrary provided contained herein, any such deferral of the purchase of the surrendered shares of MusicCo Series A Common Stock and Distributed Entity Stock shall be conducted in compliance with all applicable laws, including federal and state securities laws. Not less than 10 Business Days prior to the extent thateffective date of the proposed Significant Corporate Transaction, at unless a shorter period is acceptable to the time any TRA Payment becomes due Company, the Applicable Entity shall deliver an officers' certificate (an "Applicable Entity Officers' Certificate") signed by its Chairman of the Board and payable hereunder, (i) its President to the Company is not permittedand the Rights Agent, pursuant certifying that all conditions precedent to the terms consummation of its outstanding Indebtedness the Significant Corporate Transaction have been satisfied or waived and setting forth the effective date of the proposed Significant Corporate Transaction. Not less than 10 Business Days prior to make such TRA Payment, or if, after making such TRA Paymentthe effective date of the proposed Change in Control Transaction, the Company would be shall deliver to the Rights Agent an officer's certificate (a "Company Officer's Certificate") signed by its Chairman of the Board, President or a Vice President, certifying that all conditions precedent to the consummation of the Change in breach Control Transaction have been satisfied or default under waived and setting forth the terms effective date of its outstanding Indebtedness, or (ii) (1) the proposed Change in Control Transaction. Promptly following receipt by the Company does not have of an Applicable Entity Officers' Certificate or the delivery by the Company of a Company Officer's Certificate, as the case may be, but in no event later than the effective date specified therein, the Company shall make the deposit of cash or TCI Series A Shares with the Rights Agent required by Section 4.11. Promptly following such deposit, the Rights Agent shall distribute the cash on hand or TCI Series A Shares so deposited to make such TRA Payment and is not permitted the Persons entitled to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtednesssame as provided in Section 4.11, and (2) deliver the Company is not able to obtain cash from its Subsidiaries to fund such TRA Payment because (A) certificates for the applicable Subsidiary is not permitted, pursuant to the terms of its outstanding Indebtedness, to pay dividends, make loans or otherwise make payments MusicCo Common Stock and Distributed Entity Stock to the Company as provided in Section 4.08. If the Board of Directors of the Applicable Entity determines to allow it to make terminate or abandon the proposed Significant Corporate Transaction or that such TRA Payment, or if, after making such TRA Paymenttransaction will otherwise not be consummated, the applicable Subsidiary would be in breach or default under the terms of its outstanding Indebtedness, (B) the applicable Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments Applicable Entity shall promptly following such determination deliver to the Company and the Rights Agent an Applicable Entity Officers' Certificate to allow it such effect. If the proposed Change in Control Transaction is terminated or abandoned or the Company otherwise determines that such proposed transaction will not be consummated, then the Company shall promptly so notify the Rights Agent by delivering to make the Rights Agent a Company Officer's Certificate to such TRA Paymenteffect. Promptly following receipt by the Rights Agent of such Applicable Entity Officers' Certificate or Company Officer's Certificate, as the case may be, the Rights Agent shall mail to each Holder by first class mail the certificates evidencing the shares of MusicCo Series A Common Stock, the shares of Distributed Entity Stock and the Rights surrendered by such Holder to the Rights Agent in connection with such accelerated Exercise Period and, if the Company has made a deposit of cash or (C) TCI Series A Shares with the applicable Subsidiary does not have Rights Agent in connection with such accelerated Exercise Period, the Rights Agent shall deliver the cash on hand to make the payment or dividend described in clauses (A) or (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each case, the Company shall, by delivering a Deferral Attestation TCI Series A Shares so deposited to the Transfer Agent along with a copy of the Accountant Attestation for such TRA Payment, by the date such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year), be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicableCompany.