Common use of Payment Limitation Clause in Contracts

Payment Limitation. Notwithstanding anything to the contrary contained in this Agreement or in any Repurchase Note delivered pursuant to the terms hereof, the Company's obligation to make a payment pursuant to a Repurchase Note delivered pursuant to Section 3(f), 4(d), 4(g) or Section 6(b) of this Agreement shall be suspended to the extent and for so long as (x) the making of such payment, together with the making of all other payments to be made during such fiscal year on account of the Company's purchases of Executive Securities pursuant to this Agreement and securities purchased pursuant to any other agreements with shareholders of the Company, would result in a violation of the Delaware Act or a breach of any covenant contained in any loan or other bona fide agreement to which the Company or any of its Subsidiaries is a party, or (y) the Company's Subsidiaries are unable to pay to the Company dividends or other distributions sufficient to permit it to pay the entire purchase price for such Executive Securities in cash as a result of applicable law or any covenant contained in any bona fide agreement to which any of such Subsidiaries are a party. If any portion of the Company's obligation to Executive or any of Executive's transferees has been tolled for a period in excess of three (3) years from the original closing date, Executive (or such transferee), by written notice delivered to the Company, may elect to rescind the sale of all Executive Securities the proceeds of sale of which are represented by unpaid notes made by the Company which are owed to Executive or such transferee. If payments are suspended pursuant to this Section 5(b), at such time as the Company is able to resume making payments without violation of the Delaware Act, applicable law or a covenant in any bona fide agreement to which the Company or any of its Subsidiaries is a party, the Company shall first make payments of arrearage owed to the former shareholders on a proportional (to the amount of arrearage) basis, and shall then make regularly scheduled payments.

Payment Limitation. Notwithstanding anything to the contrary contained in this Agreement or in any Repurchase Note delivered pursuant to the terms hereof, the Company's obligation to make a payment pursuant to a Repurchase Note delivered pursuant to Section 3(f), 4(d), 4(g) or Section 6(b3(e) of this Agreement shall be suspended to the extent and for so long as (xi) the making of such payment, together with the making of all other payments to be made during such fiscal year on account of the Company's purchases of Executive Securities pursuant to this Agreement and securities purchased pursuant to any other agreements with shareholders of the Company, would result in a violation of the Delaware Act or a breach of any covenant contained in any loan or other bona fide agreement to which the Company or any of its Subsidiaries is a party, or (yii) the Company's Subsidiaries are unable to pay to the Company dividends or other distributions sufficient to permit it the Company to pay the entire purchase price for such Executive Securities in cash as a result of applicable law or any covenant contained in any bona fide agreement to which any of such Subsidiaries are a party. If any portion of the Company's obligation to Executive or any of Executive's transferees has been tolled for a period in excess of three (3) years from the original closing date, Executive (or such transferee), by written notice delivered to the Company, may elect to rescind the sale of all that portion of the Executive Securities Securities, the proceeds of sale of which are represented by unpaid notes made by the Company which are owed to Executive or such transferee. If payments are suspended pursuant to this Section 5(b4(b), at such time as the Company is able to resume making payments without violation of the Delaware Act, applicable law or a covenant in any bona fide agreement to which the Company or any of its Subsidiaries is a party, the Company shall first make payments of arrearage owed to the former shareholders on a proportional (to the amount of arrearage) basis, and shall then make regularly scheduled payments.

Payment Limitation. Notwithstanding anything to the contrary contained in this Agreement or in any Repurchase Note delivered pursuant to the terms hereofAgreement, the Company's obligation obligations to make a any payment of immediately available funds on account of the purchase price of Restricted Securities which it has purchased pursuant to a Repurchase Note delivered any option exercised by the Company in this Agreement (or which it will purchase pursuant to Section 3(f), 4(d), 4(gthe options granted in this Agreement) or Section 6(b) of this Agreement shall be suspended to the extent and for so long as (x) the making of such payment, together with the making of all other payments to be made during such the fiscal year in which such payment occurs on account of the Company's purchases of Executive Restricted Securities pursuant to this Agreement and securities purchased pursuant to any other agreements with shareholders of the CompanyAgreement, would result in a violation of the Delaware Act or a breach of any covenant contained in any loan agreement or other bona fide agreement to which the Company or any of its Subsidiaries Subsidiary is a party, or (y) the Company's Subsidiaries are unable to pay to the Company dividends or other distributions sufficient to permit it the Company to pay the entire purchase price for such Executive Securities in cash as a result of applicable law or any covenant contained in any bona fide agreement to which any of such Subsidiaries are a partyRestricted Securities. If any portion of the Company's obligation to Executive or any of Executive's transferees a Transferring Holder has been tolled suspended pursuant to the foregoing for a period in excess of three (3) years from the original closing datedate on which such obligation was originally payable, Executive (or such transferee)the Transferring Holder, by written notice delivered to the Company, may elect to rescind the sale of all Executive Securities Restricted Securities, the proceeds of sale of which are represented by unpaid notes made by the Company which are owed to Executive or such transfereethat Transferring Holder. If payments are suspended pursuant to this Section 5(b)3.2, at such time as the Company is able to resume making payments without violation of the Delaware Act, applicable such law or a covenant in any bona fide agreement to which the Company or any of its Subsidiaries is a partycovenant, the Company shall first make payments payment of arrearage owed to the former shareholders Holders, on a proportional (to the amount of the arrearage) basis, and shall then make regularly scheduled payments.

Payment Limitation. Notwithstanding anything to the contrary contained in this Agreement or in any Repurchase Note delivered pursuant to the terms hereof, the Company's obligation to make a payment pursuant to a Repurchase Note delivered pursuant to Section 3(f), 4(d), 4(g3(e) or Section 6(b4(d) of this Agreement shall be suspended to the extent and for so long as (x) the making of such payment, together with the making of all other payments to be made during such fiscal year on account of the Company's purchases of Executive Securities pursuant to this Agreement and securities purchased pursuant to any other agreements with shareholders of the Company, would result in a violation of the Delaware Act or a breach of any covenant contained in any loan or other bona fide agreement to which the Company or any of its Subsidiaries is a party, or (y) the Company's Subsidiaries are unable to pay to the Company dividends or other distributions sufficient to permit it the Company to pay the entire purchase price for such Executive Securities in cash as a result of applicable law or any covenant contained in any bona fide agreement to which any of such Subsidiaries are a party. If any portion of the Company's obligation to Executive or any of Executive's transferees has been tolled for a period in excess of three (3) years from the original closing date, Executive (or such transferee), by written notice delivered to the Company, may elect to rescind the sale of all that portion of the Executive Securities Securities, the proceeds of sale of which are represented by unpaid notes made by the Company which are owed to Executive or such transferee. If payments are suspended pursuant to this Section 5(b), at such time as the Company is able to resume making payments without violation of the Delaware Act, applicable law or a covenant in any bona fide agreement to which the Company or any of its Subsidiaries is a party, the Company shall first make payments of arrearage owed to the former shareholders on a proportional (to the amount of arrearage) basis, and shall then make regularly scheduled payments.