Payment of Certain Amounts. Whenever pursuant to this Debenture the Company is required to pay an amount in excess of the Principal Amount plus accrued and unpaid interest, the Company and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Debenture may be difficult to determine and the amount to be so paid by the Company represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Debenture and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Debenture at a price in excess of that price paid for such shares pursuant to this Debenture. The Company and the Holder hereby agree that such amount of stipulated damages is not disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Debenture into shares of Common Stock.
Payment of Certain Amounts. Company shall have paid
(i) all adequate protection payments to which Lenders are entitled pursuant to the final borrowing order entered by the Bankruptcy Court on April 4, 2001 for the period ending on the Closing Date; and
(ii) all accrued but unpaid administrative agent's fees and letter of credit fees under the Pre-Petition Credit Agreement and the DIP Credit Agreement.
Payment of Certain Amounts. Payment of all fees, costs, and expenses specified in Section 6 of this Agreement (including the fees, costs, and expenses of counsel to the Administrative Agent) and notified by the Administrative Agent to the Borrower; and
Payment of Certain Amounts. (a) If this Agreement is terminated by the Purchaser Parties pursuant to Section 7.1(b) and the Seller Parties or their Controlled Affiliates or OpenTV or its Subsidiaries enter into any agreement with respect to, or consummate, an Alternate Transaction or an Extraordinary Transaction prior to or within 12 months of the date of such termination or the Seller Parties or any of their Controlled Affiliates tender any of the Shares in any tender offer, exchange offer or similar transaction commencing prior to or within 12 months after the date of termination, then the Seller Parties shall, jointly and severally, pay to the Purchaser Parties no later than the date of the consummation of such Alternate Transaction or Extraordinary Transaction or the date of acceptance of Shares for purchase or exchange in such tender offer, exchange offer or similar transaction an aggregate amount in cash (payable in immediately available funds) equal to the product of (x) the excess of (1) the weighted average per share purchase price (in US dollars) received by the Seller Parties or their Controlled Affiliates in such other transaction (including the fair market value of any noncash consideration delivered to the Seller Parties or their Affiliates in such transaction) over (2) the Per Share Price, multiplied by (y) the lesser of (1) the aggregate number of Shares that were sold by the Seller Parties and their Controlled Affiliates in such other transaction or (2) the number of Shares that were to have been purchased by the Purchasers pursuant to this Agreement (in each case, appropriately adjusted to reflect the effect of any share splits, share dividends or similar events affecting the OpenTV A Shares or the OpenTV B Shares occurring prior to the consummation of the transaction).
(b) If this Agreement is terminated by Purchaser Parties pursuant to Section 7.1(b)(i) (if such termination results from a breach by a Seller Party of any of its representations or warranties in Article II or any of its covenants in Articles IV or V) or Section 7.1(b)(iii) as a result of a breach by any Seller Party of the covenants set forth in Section 4.2(a), 4.2(b) or 4.2(c), then the Seller Parties shall, in addition to any amount payable pursuant to Section 7.5(a), promptly reimburse Kudelski for its actual costs and expenses reasonably incurred in connection with the negotiation of this Agreement, Kudelski’s due diligence review of OpenTV, OpenTV’s Subsidiaries and the Seller Parties, and Kudel...
Payment of Certain Amounts. (a) Any and all payments by the Company hereunder or under the Series A Preferred Shares to Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Series A Preferred Shares (i) the holders of the Series A Preferred Shares subject to such Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or any portion of the Series A Preferred Shares to a qualified assignee to the extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings;
Payment of Certain Amounts. Sellers will pay, -------------------------- and bear sole liability for, the following costs, expenses, amounts and claims:
(a) all Taxes, fees and charges payable in respect of or as a result of the sale and transfer of the Interests to Buyer pursuant to this Agreement; (b) all Seller Transaction Expenses in excess of $10,000 in the aggregate, and the amounts described in Section 5.7 and (c) all amounts owing to employees (other than claims for earned commissions) and other Persons arising out of events or circumstances occurring prior to or as a result of the Closing. Upon receipt of evidence reasonably satisfactory to Buyer of liability therefor on payment thereof, Buyer will reimburse Sellers, pay, or bear liability for, as the case may be, all Seller Transaction Expenses in an amount not to exceed $10,000 in the aggregate.
Payment of Certain Amounts. All accrued and unpaid interest on all Term B Loans shall have been paid in full (regardless of whether or not the Credit Agreement otherwise requires a payment of such interest at such time), all fees, costs and expenses with respect to the Term B Loans shall have been paid in full and the principal of all outstanding Term B Loans of Non-Consenting Term B lenders shall have been repaid in full.
Payment of Certain Amounts. All loans and advances to, or other indebtedness of, any Affiliate as of the Closing Date shall have been paid in full to the Company.
Payment of Certain Amounts. 44 Section 6.12
Payment of Certain Amounts. Payment of all fees, costs, and expenses (including the fees, costs, and expenses of counsel to Administrative Agent) incurred and billed by the Administrative Agent prior to the Effective Date in connection with the preparation, negotiation, and execution of this Agreement and the other documents contemplated hereby; and
