Payment of Applicable Premium Sample Clauses

Payment of Applicable Premium. The Borrower acknowledges and agrees that if payment of the Obligations are accelerated or the Advances and other Obligations otherwise become due prior to the Maturity Date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Applicable Premium with respect to an optional or mandatory repayment or prepayment of the Advances will also be due and payable as though the Advances were prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Premium payable above shall be presumed to be the liquidated damages sustained by each holder as the result of the early redemption and the Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium shall also be payable in the event the Advances are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between holders and the Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Premium to Lenders as herein described is a material inducement to Lenders to provide the Advances.
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Payment of Applicable Premium. With respect to each repayment or prepayment of Advances under Sections 2.04(a) [Optional Prepayments] and 2.04(b)(ii) [Mandatory Offers to Prepay Loans], and if applicable, upon any acceleration of any of the Obligations pursuant to Sections 7.02 [Remedies upon Default] (whether or not such acceleration is upon demand or automatic, as a result of any event of default or a voluntary or involuntary bankruptcy or insolvency proceeding, or for any other reason), in the event the obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means, or assignment of Advances of any Lender under Section 2.14 [Mitigation Obligations; Replacement of Lenders], whether voluntary or mandatory, the Borrower shall be required to pay to the Administrative Agent for the ratable benefit of the Lenders with respect to each such Lender’s Pro Rata Share of the amount of the Advances repaid, prepaid or assigned, in each case, concurrently with such repayment, prepayment or assignment the following amount (the “Applicable Premium”): (a) in connection with any of the foregoing (other than a prepayment in accordance with a Change in Control Offer) made (i) prior to the first anniversary of the First Amendment Effective Date, a cash amount equal to the product of 100% of the principal amount of Advances being prepaid multiplied by 2.0%, (ii) on or after the first anniversary of the First Amendment Effective Date but prior to the second anniversary of the First Amendment Effective Date, a cash amount equal to the product of 100% of the principal amount of Advances being prepaid multiplied by 1.0%, and (iii) on or after the second anniversary of the First Amendment Effective Date, $0; and (b) with respect to any prepayment in accordance with a Change in Control Offer made (i) prior to the second anniversary of the First Amendment Effective Date, a cash amount equal to the product of 100% of the principal amount of Advances being prepaid multiplied by 2.0%, (ii) on or after the second anniversary of the First Amendment Effective Date but prior to the third anniversary of the First Amendment Effective Date, a cash amount equal to the product of 100% of the principal amount of Advances being prepaid multiplied by 1.0%; and (iii) after the third anniversary of the First Amendment Effective Date, $0. For the avoidance of doubt, the Borrower shall have no obligation to pay the Applicable Premium with respect to...
Sample 1
Payment of Applicable Premium. In connection with any redemption of Notes pursuant Sections 3.6(b), 3.7(a), 3.7(b), 3.8 or the repayment of the Notes following any acceleration pursuant to Section 6.2, the Company shall be required to pay with respect to the amount of the Notes redeemed or repaid, concurrently with such redemption or repayment, the following amount (the “Applicable Premium”): (1) if made prior to the second anniversary of the Closing Date, the Make-Whole Amount; (2) if made on or after the second anniversary of the Closing Date and before the third anniversary of the Closing Date, a cash amount equal to the product of the principal amount of the Notes redeemed or repaid times 6.00%; (3) if made on or after the third anniversary of the Closing Date and before the fourth anniversary of the Closing Date, a cash amount equal to the product of the principal amount of the Notes redeemed or repaid 3.00%; and (4) if made on or after the fourth anniversary of the Closing Date, $0.
Sample 1
Payment of Applicable Premium. With respect to each repayment or prepayment of Loans under Sections 5.3.1, 5.3.2 and 5.4.3, if applicable, any acceleration of the Loans and other Obligations pursuant to Section 12.2 or assignment of the Loans of any Lender under Section 14.4(a), whether voluntary or mandatory, the Borrower shall be required to pay with respect to the amount of the Loans repaid, prepaid or assigned, in each case, concurrently with such repayment, prepayment or assignment the following amount (the “Applicable Premium”): (a) if made prior to the first anniversary of the Closing Date, the Make-Whole Amount; (b) if made on or after the first anniversary of the Closing Date and before the second anniversary of the Closing Date, a cash amount equal to the product of the principal amount of the Loans prepaid times 6.00%; (c) if made on or after the second anniversary of the Closing Date and before the third anniversary of the Closing Date, a cash amount equal to the product of the principal amount of the Loans prepaid times 3.00%; and (d) if made on or after the third anniversary of the Closing Date, $0.
Sample 1
Payment of Applicable Premium of the Second Lien Credit Agreement, (iii) the amendments to the definition of “Net Cash Proceeds” and to Section 2.04(b) (Mandatory Offers to Prepay Loans) of the Second Lien Credit Agreement and the amendments to the defined terms used in such Section 2.04(b) (including component definitions thereof), (iv) the addition of amortization payments set forth in Section 2.06(a) (Repayment of Advances) of the Second Lien Credit Agreement, (v) the addition of Section 5.17 (Hedging Obligations) of the Second Lien Credit Agreement, and (vi) the amendments and additions to Article VI (Negative Covenants) of the Second Lien Credit Agreement which may be more restrictive than the Credit Agreement. The Lenders party hereto hereby direct the Administrative Agent to execute and deliver Intercreditor Amendment. The consent of the Lenders provided herein is strictly limited to the extent provided above and as expressly provided above. Other than as expressly provided above, nothing contained herein shall be construed to be a waiver of, or a consent to a departure from, the terms of Section 6.27 of the Credit Agreement, Section 7.01(b) of the Intercreditor Agreement, as amended by the Intercreditor Amendment, Section 10.05 of the Intercreditor Agreement, or any other provision in the Loan Documents (including Section 2.05(c) of the Credit Agreement and Section 6.21 of the Credit Agreement).
Sample 1
Payment of Applicable Premium. (a) With respect to each repayment or prepayment of Loans under Section 2.05 or Section 2.06(a)(i) or any acceleration of the Loans and other Obligations pursuant to Article VIII (including, for the avoidance of doubt, as a result of clauses (g), (h) or (i) or Article VIII) (collectively, the “Payment Events” and each a “Payment Event”), Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, with respect to the amount of the Loans repaid, prepaid or accelerated, in each case, concurrently with such repayment or prepayment of principal and any accrued interest and other obligations due and payable, a premium (the “Applicable Premium” which, for the avoidance of doubt, will include, without limitation, the percentages and any Make-Whole Amount set forth below) equal to (i) if such Payment Event occurs on or prior to the 18 month anniversary of the Effective Date, the Make-Whole Amount and (ii) if such Payment Event occurs after the 18 month anniversary of the Effective Date but on or prior to the 30 month anniversary of the Effective Date, 2.00% of the applicable aggregate principal amount of the Loans subject to the Payment Event. The Applicable Premium (determined by Lead Lender as if the Loans were repaid at the time of such acceleration at the option of Borrower pursuant to Section 2.05) shall become immediately due and payable, and Borrower will pay such premium, as compensation to the Lenders for the loss of their investment opportunity and not as a penalty, whether or not a Bankruptcy Event has commenced, and (if a Bankruptcy Event has commenced) without regard to whether such Bankruptcy Event is voluntary or involuntary, or whether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whether the Loans and other Obligations are satisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any other means. Without limiting the foregoing, any redemption, prepayment, repayment, or payment of the Obligations in or in connection with a Bankruptcy Event shall constitute an optional prepayment thereof under the terms of Section 2.05 and require the immediate payment of the Applicable Premium. (b) Any Applicable Premium payable pursuant to this Section 2.08 shall be presumed to be the liquidated damages sustained by each Lender as the result of the redemption and/or acceleration of its Loans and Xxxxxxxx agrees that it is rea...
Sample 1
Payment of Applicable Premium. (a) Whether voluntary or mandatory, and with respect to each repayment or prepayment of Loans under Section 2.06 or 2.07 or any acceleration of the Loans and other Obligations pursuant to Article VIII (including for the avoidance of doubt, as a result of clauses (g), (h) or (i) of Article VIII), the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, with respect to the amount of the Loans repaid, prepaid or accelerated, in each case, concurrently with such repayment or prepayment the following amount (the “Applicable Premium”): (i) if made prior to September 1, 2019, the Make-Whole Amount (as calculated by the Borrower and confirmed by the Majority Lenders); (ii) if made on or after September 1, 2019 and before March 1, 2020, a cash amount equal to the product of the principal amount of the Loans prepaid times 8.500%; (iii) if made on or after March 1, 2020 and before March 1, 2021, a cash amount equal to the product of the principal amount of the Loans prepaid times 4.250%; (iv) if made on or after March 1, 2021 and before March 1, 2022, a cash amount equal to the product of the principal amount of the Loans prepaid times 2.125%; and (v) if made on or after March 1, 2022, $0. (b) Any Applicable Premium payable pursuant to this Section 2.09 shall be presumed to be the liquidated damages sustained by each Lender as the result of the early redemption and/or acceleration of its Loans and the Borrower agrees that it is reasonable under the circumstances in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. (c) With respect to each prepayment of Loans pursuant to Section 2.08, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, with respect to the amount of the Loans prepaid, concurrently with such prepayment, a cash amount equal to 1% of the principal amount of the Loans to be prepaid.
Sample 1
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Related to Payment of Applicable Premium

  • Payment of GST Payment of the additional amount will be made at the same time as payment for the supply is required to be made under this Contract.

  • Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges Borrower will pay each Periodic Payment when due. Borrower will also pay any prepayment charges and late charges due under the Note, and any other amounts due under this Security Instrument. Payments due under the Note and this Security Instrument must be made in U.S. currency. If any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under the Note and this Security Instrument be made in one or more of the following forms, as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer’s check, or cashier’s check, provided any such check is drawn upon an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity; or (d) Electronic Fund Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section 16. Lender may accept or return any Partial Payments in its sole discretion pursuant to Section 2. Any offset or claim that Borrower may have now or in the future against Lender will not relieve Borrower from making the full amount of all payments due under the Note and this Security Instrument or performing the covenants and agreements secured by this Security Instrument.

  • Payment of Notes 45 Section 4.02 Maintenance of Office or Agency................................................................ 45 Section 4.03 Reports........................................................................................ 45 Section 4.04

  • Payment of Premium Unless otherwise agreed in writing by the Parties, the Buyer shall be obligated to pay the Premium related to an Option no later than its Premium Payment Date.

  • Payment of Additional Amounts All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.

  • Payment of Note Mortgagor will pay all principal, interest, and other sums payable under the Note, on the date when such payments are due, without notice or demand.

  • Protection of Right, Title and Interest to Receivables (a) The RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

  • Payment of Amounts The Death Benefit payable on the death of the Owner, or after the death of the first Owner, or upon the death of the spouse who continues the Contract, will be distributed to the designated Beneficiary(s) as follows:

  • Final Payment All items or Automated Clearing House (ACH) transfers credited to your account are provisional until we receive final payment. If final payment is not received, we may charge your account for the amount of such items or ACH transfers and impose a return item charge on your account. Any collection fees we incur may be charged to your account. We reserve the right to refuse or return any item or funds transfer.

  • Prepayment of Notes (a) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the principal amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto). (b) The Company shall, promptly upon the receipt by the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to the amount of such Net Cash Proceeds, at a redemption price equal to 101% of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any prepayment of the Notes pursuant to Section 2.6(a) shall be in a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all Notes then outstanding. In the 19 event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Note.

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