Payment of Make Whole Amount Sample Clauses

Payment of Make Whole Amount. If the Annual Make-Whole Amount or the Final Make-Whole Amount is more than zero with respect to any Original Holder, then, within 20 calendar days after the determination of the applicable Make-Whole Amount, Buyer shall pay in immediately available funds to each such Original Holder an amount equal to the applicable Make-Whole Amount; provided, however, that except as provided below, Buyer may, in its sole discretion, make all or any portion of any such payment by delivering to any such Original Holder fully paid and non-assessable shares of Buyer Class A Common Stock with a Market Value as of the Annual Measurement Date or the Final Measurement Date, as the case may be, equal to the applicable Make-Whole Amount (any such shares being referred to as "Make-Whole Shares"); and provided, further, that Buyer shall not have the option set forth in the preceding proviso if Buyer Class A Common Stock is no longer listed on the NYSE or another national securities exchange or automated quotation system.

Payment of Make Whole Amount. If not sooner paid upon termination of this Agreement, on March 23, 2013 the Lead Borrower will pay the L/C Issuer the Make Whole Amount.

Payment of Make Whole Amount. As a condition precedent to the Agent, the Co-Agent and the Lenders entering into this Third Amendment, on the date hereof, Borrower Parties shall have paid to the Co-Agent, for the ratable benefit of the Lenders with Revolver Commitments, a make-whole payment (the "Make-Whole Payment"), in immediately available funds, in an amount equal to $4,410,000, which represents a make-whole percentage of 4.50% multiplied by $98,000,000 (the amount by which the Revolver Commitments would be reduced if a $110,000,000 second lien facility were created in connection with the Exchange Offer contemplated by this Third Amendment (the "Exchange Offer")); provided that, if upon consummation of the Exchange Offer the amount of reductions in the Revolver Commitments is less than $98,000,000, Co-Agent and the Lenders with Revolver Commitments shall, on a ratable basis, refund to the Borrower Parties a portion of such payment equal to the lesser of (a) an amount equal to (i) 4.50% multiplied by (ii) (A) $98,000,000 minus (B) the actual amount of reductions in the Revolver Commitments as a result of the consummation of the Exchange Offer and (b) $2,400,000; provided, further, that, in the event that the Exchange Offer is not consummated on or prior to September 15, 2005, Co-Agent and the Lenders with Revolver Commitments shall, on a ratable basis, refund to the Borrower Parties the full amount of the Make-Whole Payment.

Payment of Make Whole Amount. Borrower hereby expressly (a) waives ---------------------------- any and all rights it may have under applicable law to prepay without penalty or premium all or any part of the Term Loans B prior to January 1, 2003, either voluntarily or upon an acceleration of the maturity date of the applicable Term Note B and (b) agrees that if, due to a voluntary prepayment of the Term Notes B or the acceleration of the maturity date of the applicable Term Note B or any other reason (except as provided in the last sentence of this Section 3.2(g)), a prepayment of all or -------------- any part of the principal of the Term Loans B is made by or on behalf of Borrower at any time prior to January 1, 2003, then Borrower or any other party making any such prepayment shall be obligated to pay, concurrently therewith, as a prepayment charge, an amount equal to the applicable Make Whole Amount and the payment of such Make Whole Amount shall be secured by the Security Documents. Notwithstanding the foregoing, no Make Whole Amount shall be payable in connection with any prepayments made on the Term Loans B pursuant to Section ------- 3.2(b) hereof. ------

Payment of Make Whole Amount. (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, a premium equal to the Make-Whole Amount (determined by the Borrower and approved by the Lead Lender as if the Loans were repaid at the time of such acceleration at the option of the Borrower pursuant to Section 2.06) 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 Make-Whole Amount. (b) Any Make-Whole Amount 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.