Common use of Payment Limitations Clause in Contracts

Payment Limitations. (a) Subordinated Agent, on behalf of itself and each Subordinated Creditor, hereby agrees that no Subordinated Creditor will, directly or indirectly ask, demand, sux xor, take or receive from any Obligor, and each Obligor party hereto hereby agrees that it shall not remit, make or pay, directly or indirectly, in each case by setoff or in any other manner (whether in cash, property, securities or other form), the whole or any part of any of the Subordinated Debt (whether such amounts represent principal or interest, or obligations that are due or not due, direct or indirect, absolute or contingent) or any payment (whether of principal, interest or any other obligation) or other Distribution on the Subordinated Debt, including, without limitation, the taking of any negotiable instruments evidencing any of the Subordinated Debt, but excluding the accrual (but not payment) of default interest of up to 5% per annum charged during the continuance of a Subordinated Debt Default on the Subordinated Debt, and the issuance of Reorganization Subordinated Securities. Notwithstanding the foregoing sentence, the Obligors may make and Subordinated Agent and Subordinated Creditors may accept and retain, except as provided in Section 4, Permitted Payments, unless, at the time of and after giving effect to, such Permitted Payment: (i) Subordinated Agent shall have received a Senior Default Notice from Senior Agent stating that a Senior Payment Default exists and such Senior Payment Default shall not have been cured or waived; or (ii) subject to paragraph (d) of this Section 3, (A) any Loan Party and Subordinated Agent shall have received a Senior Default Notice from Senior Agent stating that a Senior Covenant Default exists, (B) each such Senior Covenant Default shall not have been cured or waived and (C) 180 days shall not have elapsed since the date such Senior Default Notice was received by Subordinated Agent, except that this clause (ii) shall not apply to any Permitted Payments consisting of Subordinated Debt Costs and Expenses or the Advisory Fee; or (iii) the commencement of a Proceeding has occurred, in which case the provisions of Section 4 hereof shall apply. (b) The Obligors may resume Permitted Payments (and may make any Permitted Payments missed due to the application of paragraph (a) of this Section 3) in respect of the Subordinated Debt or any judgment with respect thereto: (i) in the case of a Senior Payment Default referred to in clause (i) of paragraph (a) this Section 3, upon a cure or waiver thereof; or (ii) in the case of a Senior Covenant Default referred to in clause (ii) of paragraph (a) of this Section 3, upon the earlier to occur of (A) the cure or waiver of all such Senior Covenant Defaults or (B) the expiration of such period of 180 days. (c) No Senior Default shall be deemed to have been waived for purposes of this Section 3 unless and until the Obligors shall have received a written waiver from Senior Agent. (d) Notwithstanding any provision of this Section 3 to the contrary: (i) the Obligors shall not be prohibited from making, and Subordinated Agent and the Subordinated Creditors shall not be prohibited from receiving, Permitted Payments under clause (ii) of paragraph (a) of this Section 3 based on a Senior Default Notice solely referring to one or more Senior Covenant Defaults for more than an aggregate of 180 days within any period of 360 consecutive days; (ii) no Senior Covenant Default existing on the date any Senior Default Notice is given pursuant to clause (ii) of paragraph (a) of this Section 3 shall be used as a basis for any subsequent Senior Default Notice; provided that a violation of the same covenant as of a later date shall constitute a separate and distinct Senior Covenant Default; (iii) no more than 6 Senior Default Notices in the aggregate solely in respect of Senior Covenant Defaults may be issued during the term of this Agreement; and (iv) the failure of the Obligors to make any Distribution with respect to the Subordinated Debt by reason of the operation of this Section 3 shall not prevent the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents; provided that no Collection Action may be taken by Subordinated Agent or any Subordinated Creditor except as provided in this Agreement. The provisions of this Section 3 shall not apply to a payment with respect to which Section 4(b) is applicable. For the avoidance of doubt, delivery to Subordinated Agent of a copy of the notice given by Senior Agent to any Obligor regarding (a) the occurrence of any default or event of default under the Senior Documents (including any demand for payment of the Senior Debt following any such default or event of default), (b) the acceleration of all or any portion of the Senior Debt, and (c) the assignment of all or any portion of the Senior Debt (together with the name and address of the assignee) shall not, unless expressly stated therein, be deemed to be a Senior Default Notice or to commence a payment blockage period.

Payment Limitations. (a) Subordinated Agent, on behalf of itself and each Subordinated Creditor, Creditor hereby agrees that no Subordinated Creditor willwill not, directly or indirectly ask, demand, sux xorsue for, take or receive from any Obligor, and each Obligor party hereto hereby agrees that it shall not remit, make or pay, directly or indirectly, in each case by setoff or in any other manner (whether in cash, property, securities or other form), the whole or any part of any of the Subordinated Debt (whether such amounts represent principal or interest, or obligations that are due or not due, direct or indirect, absolute or contingent) or any payment (whether of principal, interest or any other obligation) or other Distribution on the Subordinated Debt, including, without limitation, the taking of any negotiable instruments evidencing any of the Subordinated Debt, but excluding the accrual (but not payment) of default interest of up to 5% fifteen percent (15%) per annum charged during the continuance of a Subordinated Debt Default on the Subordinated Debt, and the issuance of Reorganization Subordinated Securities. Notwithstanding the foregoing sentence, the Obligors may make and Subordinated Agent and Subordinated Creditors Creditor may accept and retain, except as provided in Section 4, Permitted Payments, unless, at the time of and after giving effect to, such Permitted Payment: (i) Subordinated Agent Creditor shall have received a Senior Default Notice from Senior Agent Lender stating that a Senior Payment Default exists and such Senior Payment Default shall not have been cured or waived; or (ii) subject to paragraph (d) of this Section 3, (A) any Loan Party and including Subordinated Agent Creditor shall have received a Senior Default Notice from Senior Agent Lender stating that a Senior Covenant Default exists, (B) each such Senior Covenant Default shall not have been cured or waived and (C) 180 days shall not have elapsed since the date such Senior Default Notice was received by Subordinated Agent, except that this clause (ii) shall not apply to any Permitted Payments consisting of Subordinated Debt Costs and Expenses or the Advisory Fee; or (iii) the commencement of a Proceeding has occurred, in which case the provisions of Section 4 hereof shall apply. (b) The Obligors may resume Permitted Payments (and may make any Permitted Payments missed due to the application of paragraph (a) of this Section 3) in respect of the Subordinated Debt or any judgment with respect thereto: (i) in the case of a Senior Payment Default referred to in clause (i) of paragraph (a) this Section 3, upon a cure or waiver thereof; or (ii) in the case of a Senior Covenant Default referred to in clause (ii) of paragraph (a) of this Section 3, upon the earlier to occur of (A) the cure or waiver of all such Senior Covenant Defaults or (B) the expiration of such period of 180 days. (c) No Senior Default shall be deemed to have been waived for purposes of this Section 3 unless and until the Obligors shall have received a written waiver from Senior Agent. (d) Notwithstanding any provision of this Section 3 to the contrary: (i) the Obligors shall not be prohibited from making, and Subordinated Agent and the Subordinated Creditors shall not be prohibited from receiving, Permitted Payments under clause (ii) of paragraph (a) of this Section 3 based on a Senior Default Notice solely referring to one or more Senior Covenant Defaults for more than an aggregate of 180 days within any period of 360 consecutive days; (ii) no Senior Covenant Default existing on the date any Senior Default Notice is given pursuant to clause (ii) of paragraph (a) of this Section 3 shall be used as a basis for any subsequent Senior Default Notice; provided that a violation of the same covenant as of a later date shall constitute a separate and distinct Senior Covenant Default; (iii) no more than 6 Senior Default Notices in the aggregate solely in respect of Senior Covenant Defaults may be issued during the term of this Agreement; and (iv) the failure of the Obligors to make any Distribution with respect to the Subordinated Debt by reason of the operation of this Section 3 shall not prevent the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents; provided that no Collection Action may be taken by Subordinated Agent or any Subordinated Creditor except as provided in this Agreement. The provisions of this Section 3 shall not apply to a payment with respect to which Section 4(b) is applicable. For the avoidance of doubt, delivery to Subordinated Agent of a copy of the notice given by Senior Agent to any Obligor regarding (a) the occurrence of any default or event of default under the Senior Documents (including any demand for payment of the Senior Debt following any such default or event of default), (b) the acceleration of all or any portion of the Senior Debt, and (c) the assignment of all or any portion of the Senior Debt (together with the name and address of the assignee) shall not, unless expressly stated therein, be deemed to be a Senior Default Notice or to commence a payment blockage period.that

Payment Limitations. (a) Subordinated Agent, on behalf All indemnification payments hereunder shall be effected by payment of itself and each Subordinated Creditor, hereby agrees that no Subordinated Creditor will, directly cash or indirectly ask, demand, sux xor, take delivery of a certified or receive from any Obligor, and each Obligor party hereto hereby agrees that it shall not remit, make official bank check or pay, directly or indirectly, wire transfer in each case by setoff or in any other manner (whether in cash, property, securities or other form), the whole or any part of any amount of the Subordinated Debt indemnification liability or by set-off against any amounts otherwise owed by Purchaser to such Shareholders (whether such amounts represent principal or interest, or obligations that are due or not due, direct or indirect, absolute or contingenton a pro rata basis) or by any payment (whether of principalShareholder to Purchaser, interest or any other obligation) or other Distribution on as the Subordinated Debtcase may be, including, without limitation, the taking of any negotiable instruments evidencing any of the Subordinated Debt, but excluding the accrual (but not payment) of default interest of up to 5% per annum charged during the continuance of a Subordinated Debt Default on the Subordinated Debt, and the issuance of Reorganization Subordinated Securities. Notwithstanding the foregoing sentence, the Obligors may make and Subordinated Agent and Subordinated Creditors may accept and retain, except as provided in Section 4, Permitted Payments, unless, at the time of and after giving effect to, such Permitted Payment: (i) Subordinated Agent shall have received a Senior Default Notice from Senior Agent stating that a Senior Payment Default exists and such Senior Payment Default shall not have been cured or waived; or (ii) subject to paragraph (d) of this Section 3, (A) any Loan Party and Subordinated Agent shall have received a Senior Default Notice from Senior Agent stating that a Senior Covenant Default exists, (B) each such Senior Covenant Default shall not have been cured or waived and (C) 180 days shall not have elapsed since the date such Senior Default Notice was received exercisable by Subordinated Agent, except that this clause (ii) shall not apply to any Permitted Payments consisting of Subordinated Debt Costs and Expenses or the Advisory Fee; or (iii) the commencement of a Proceeding has occurred, in which case the provisions of Section 4 hereof shall apply. (b) The Obligors may resume Permitted Payments (and may make any Permitted Payments missed due written notice to the application of paragraph (a) of this Section 3) in respect of the Subordinated Debt or any judgment with respect thereto: (i) in the case of a Senior Payment Default referred to in clause (i) of paragraph (a) this Section 3Indemnifying Party; provided, upon a cure or waiver thereof; or (ii) in the case of a Senior Covenant Default referred to in clause (ii) of paragraph (a) of this Section 3however, upon the earlier to occur of (A) the cure or waiver of all such Senior Covenant Defaults or (B) the expiration of such period of 180 days. (c) No Senior Default shall be deemed to have been waived for purposes of this Section 3 unless and until the Obligors shall have received a written waiver from Senior Agent. (d) Notwithstanding that any provision of contained in this Section 3 Agreement to the contrary: (i) the Obligors shall not be prohibited from making, and Subordinated Agent and the Subordinated Creditors shall not be prohibited from receiving, Permitted Payments under clause (ii) of paragraph (a) of this Section 3 based on a Senior Default Notice solely referring to one or more Senior Covenant Defaults for more than an aggregate of 180 days within any period of 360 consecutive days; (ii) no Senior Covenant Default existing on the date any Senior Default Notice is given pursuant to clause (ii) of paragraph (a) of this Section 3 shall be used as a basis for any subsequent Senior Default Notice; provided that a violation of the same covenant as of a later date shall constitute a separate and distinct Senior Covenant Default; (iii) no more than 6 Senior Default Notices in the aggregate solely in respect of Senior Covenant Defaults may be issued during the term of this Agreement; and (iv) the failure of the Obligors to make any Distribution with respect to the Subordinated Debt by reason of the operation of this Section 3 shall not prevent the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents; provided that no Collection Action may be taken by Subordinated Agent or any Subordinated Creditor except as provided in this Agreement. The provisions of this Section 3 shall not apply to a payment with respect to which Section 4(b) is applicable. For the avoidance of doubt, delivery to Subordinated Agent of a copy of the notice given by Senior Agent to any Obligor regarding contrary notwithstanding: (a) the occurrence of any default or event of default under the Senior Documents (including any demand for payment obligations of the Senior Debt following any Shareholders under Article VIII of this Agreement shall be limited for each Shareholder to the amount of the Purchase Price received by such default or event Shareholder, not to exceed the aggregate sum of default), $5,500,000; (b) no claim for indemnification may be made by Purchaser or any Purchaser Indemnified Party until the acceleration aggregate of all or claims subject to indemnification under this Agreement in favor of Purchaser and any portion of Purchaser Indemnified Party exceeds $150,000 (the Senior Debt, and "Basket"); (c) once the assignment Basket has been met, Purchaser, and any Purchaser Indemnified Party, is entitled to be held harmless from all indemnifiable claims under this Agreement as if the Basket had never been set (i.e., from the first dollar and for the first $150,000 of claims); (d) following the first anniversary of the Closing Date, the right of indemnification of Purchaser and the Purchaser Indemnified Parties (and such Shareholders' indemnification obligations) under this Article VIII shall be limited to the right to set-off indemnifiable claims against amounts owed by the Purchaser to the Shareholders under the Earnout; (e) all indemnification obligations under this Agreement shall cease upon the third anniversary of the Closing Date; (f) the Shareholders' right to contest or dispute any set-off right in any action to collect the Earnout payments shall not be impaired by the exercise of such set-off right by Purchaser or any portion Purchaser Indemnified Party; and (g) any tax benefit accruing to the Indemnified Party (or any affiliate within the Indemnified Party's consolidated reporting group) as a result of the Senior Debt (together with event giving rise to an indemnity right shall be considered in determining the name and address amount of indemnity payment due from the assignee) shall not, unless expressly stated therein, be deemed to be a Senior Default Notice or to commence a payment blockage periodIndemnifying Party.