Common use of Payment Generally Clause in Contracts

Payment Generally. Except as otherwise expressly provided in the Note Purchase Agreement, the Company or any Designated Repurchaser shall make each payment under this Note to the Paying Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or Taxes (other than Excluded Taxes), at the Paying Agent's Office, for deposit in the Paying Agent's Account (which amount will be held in trust for the Administrative Agent) at such time as shall provide the Paying Agent with sufficient time to, in turn, pay such amount to the Administrative Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or Taxes at the Administrative Agent's Office for the account of the Applicable Purchasing Offices of the Holder, for deposit in the Administrative Agent's Account not later than 12:00 noon (New York time) on the due date thereof. Any payments received after 12:00 noon (New York time) on any Business Day shall be deemed received on the next succeeding Business Day. Not later than 2:00 p.m. (New York time) on the day such payment is made, the Administrative Agent shall initiate a wire transfer to the Holder or its registered assigns, for the account of the Holder's Applicable Purchasing Office, in Dollars and in immediately available funds, of the Holder's share of the payment so made, determined pursuant to Section 2.9 of the Note Purchase Agreement. Delivery to the Administrative Agent shall be made by the Paying Agent in accordance with the written instructions satisfactory to the Paying Agent from time to time given to the Paying Agent by the Administrative Agent; and delivery to the Holder shall be made by the Administrative Agent in accordance with the written instructions satisfactory to the Administrative Agent from time to time given to the Administrative Agent by the Holder.

Appears in 2 contracts

Samples: Secured Note Purchase Agreement (Velocom Inc), Secured Note Purchase Agreement (Velocom Inc)

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Payment Generally. Except as otherwise expressly provided in the Note Purchase Agreementprovided, the Company or and any Designated Repurchaser shall make each payment under this the Note Documents to the Paying Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or Taxes (other than Excluded Taxes), at the Paying Agent's Office, Office for deposit in the Paying Agent's Account (which amount will be held in trust for the Administrative Agent) at such time as shall provide the Paying Agent with sufficient time to, in turn, pay such amount to the Administrative Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or Taxes at the Administrative Agent's Office for the account of the Applicable Purchasing Offices of the Holder, Purchaser entitled to such payment for deposit in the Administrative Agent's Account not later than 12:00 noon (New York time) on the due date thereof. Any payments received by the Administrative Agent after 12:00 noon (New York time) on any Business Day shall be deemed received on the next succeeding Business Day. Not later than 2:00 p.m. (New York time) on the day such payment is made, the Administrative Agent shall initiate a wire transfer to the Holder or its registered assignseach Purchaser, for the account of the HolderPurchaser's Applicable Purchasing Office, in Dollars and in immediately available funds, of the Holdersuch Purchaser's share of the payment so made, determined pursuant to Section 2.9 of the Note Purchase Agreement2.9. Delivery to the Administrative Agent shall be made by the Paying Agent in accordance with the written instructions satisfactory to the Paying Agent from time to time given to the Paying Agent by the Administrative Agent; and delivery to the Holder each Purchaser shall be made by the Administrative Agent in accordance with the written instructions satisfactory to the Administrative Agent from time to time given to the Administrative Agent by each Purchaser. Any payment made by the HolderCompany or any Designated Repurchaser to the Paying Agent in accordance with this Section 2.8(a) shall satisfy pro tanto and shall be conclusive and shall discharge the Company or such Designated Purchaser of its corresponding payment obligations to the Purchaser Parties under the Notes.

Appears in 1 contract

Samples: Secured Note Purchase Agreement (Velocom Inc)

Payment Generally. Except as otherwise expressly provided in Section 2.6 hereof and Section 7.2 of the Note Purchase Common Terms Agreement, the Company or any Designated Repurchaser shall make each payment to the Purchasers under this the Note Documents to the Paying Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or or, except to the extent required by Applicable Law but subject to any payments required under Section 2.12, Taxes (other than Excluded Taxes), at the Paying Agent's Office, Office for deposit in the Paying Agent's Purchaser Account (which amount will be held in trust for the Administrative Agent) at such time (and in any event by the close of business New York time on the Business Day preceding the due date for such payment) as shall provide the Paying Agent with sufficient time totime, in turn, to pay such amount to the Administrative Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or or, except to the extent required by Applicable Law but subject to any payments required under Section 2.12, Taxes (other than Excluded Taxes) at the Administrative Agent's Office for the account of the Applicable Purchasing Offices of the Holder, for deposit in the Administrative Agent's Purchaser Account not later than 12:00 noon 2:00 p.m. (New York time) on the due date thereof. Any payments received by the Administrative Agent after 12:00 noon 2:00 p.m. (New York time) on any Business Day shall be deemed received on the next succeeding Business Day. Not later than 2:00 3:00 p.m. (New York time) on the day such payment is made, the Administrative Agent shall initiate a wire transfer to the Holder or its registered assignseach Purchaser Party, for the account of the Holderthat Purchaser Party's Applicable Purchasing Office, in Dollars and in immediately available funds, of the Holdersuch Purchaser Party's share of the payment so mademade to the Administrative Agent, as determined pursuant to Section 2.9 of the Note Purchase Agreement2.9. Delivery Payment to the Administrative Agent shall be made by the Paying Agent in accordance with the written instructions satisfactory to the Paying Agent from time to time given to the Paying Agent by the Administrative Agent; and delivery payment to the Holder each Purchaser Party shall be made by the Administrative Agent in accordance with the written instructions satisfactory to the Administrative Agent from time to time given to the Administrative Agent by each Purchaser Party. Any payment made by the HolderCompany to the Paying Agent and by the Paying Agent to the Administrative Agent, in each case, in accordance with this Section 2.8(a) shall, subject to Section 2.8(e) and subject to any obligation of any Purchaser Party to remit any payments received pursuant to this Section 2.8(a) to the Collateral Agent pursuant to Section 4.3 of the Collateral Agency and Intercreditor Agreement for further redistribution in accordance with the terms of the Collateral Agency and Intercreditor Agreement, satisfy pro tanto and shall be conclusive and shall discharge the Company and the Paying Agent of their respective corresponding payment obligations to the Purchaser Parties under the Notes and the other Note Documents.

Appears in 1 contract

Samples: Secured Note Purchase Agreement (Eci Telecom LTD/)

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Payment Generally. Except as otherwise expressly provided in the Note Purchase Agreementprovided, the Company or and any Designated Repurchaser shall make each payment under this the Note Documents to the Paying Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or Taxes (other than Excluded Taxes), at the Paying Agent's Office, Office for deposit in the Paying Agent's Nortel Account (which amount will be held in trust for the Administrative Agent) at such time as shall provide the Paying Agent with sufficient time to, in turn, pay such amount to the Administrative Agent in Dollars and in immediately available funds, without any deduction whatsoever, including any deduction for any setoff, recoupment, counterclaim or Taxes at the Administrative Agent's Office for the account of the Applicable Purchasing Offices of the Holder, Purchaser Party entitled to such payment for deposit in the Administrative Agent's Account not later than 12:00 noon (New York time) on the due date thereof. Any payments received by the Administrative Agent after 12:00 noon (New York time) on any Business Day shall be deemed received on the next succeeding Business Day. Not later than 2:00 p.m. (New York time) on the day such payment is made, the Administrative Agent shall initiate a wire transfer to the Holder or its registered assignseach Purchaser Party, for the account of the HolderPurchaser Party's Applicable Purchasing Office, in Dollars and in immediately available funds, of the Holdersuch Purchaser's share of the payment so made, determined pursuant to Section 2.9 of the Note Purchase Agreement2.9. Delivery to the Administrative Agent shall be made by the Paying Agent in accordance with the written instructions satisfactory to the Paying Agent from time to time given to the Paying Agent by the Administrative Agent; and delivery to the Holder each Purchaser Party shall be made by the Administrative Agent in accordance with the written instructions satisfactory to the Administrative Agent from time to time given to the Administrative Agent by each Purchaser. Any payment made by the HolderCompany or any Designated Repurchaser to the Paying Agent in accordance with this Section 2.8(a) shall satisfy pro tanto and shall be conclusive and shall discharge the Company or such Designated Repurchaser of its corresponding payment obligations to the Purchaser Parties under the Notes.

Appears in 1 contract

Samples: Secured Note Purchase Agreement (Velocom Inc)

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