Payment of Shortfall. The granting of the Subsidies is contingent on the adherence by the Sponsors and AMD Saxonia to particular conditions, requirements, and covenants. If, for any reason whatsoever, any AMD Company or any Affiliate of any AMD Company breaches any such conditions, requirements, or covenants, and, accordingly, causes the Subsidies not to be paid or, as a result of any such breach, the Subsidies are required to be repaid (in either such case the amount thereof being hereinafter called a "Shortfall"), then, without delay --------- following its or their receipt of a demand therefor by the Agent, either:
(i) AMD Holding shall contribute Equity Capital (or other contributions to AMD Saxonia's capital reserves) to AMD Saxonia, and AMD Inc. shall cause AMD Holding to so contribute to AMD Saxonia (and AMD Inc. shall, to the extent necessary, contribute sufficient funds, or otherwise cause sufficient funds to be made available, to AMD Holding as shall be necessary to enable AMD Holding to so contribute to AMD Saxonia); and/or
(ii) one or both Sponsors shall make Sponsors' Loans to AMD Saxonia, in either case in an aggregate amount (and, if the Subsidies have not yet been provided, as and when the Subsidies, but for such breach, would have otherwise been provided) equal to the Shortfall. For the avoidance of doubt:
(i) the obligations of the Sponsors contained in this Article VI are in ---------- addition to, and not in limitation of, their obligations contained elsewhere in this Agreement and in the other Operative Documents, and shall survive Completion; and
(ii) the Sponsors shall not be relieved of the foregoing obligations by virtue of:
(a) any prior Sponsors' Loans made by the Sponsors (or either of them), including without limitation, the additional Sponsors' Loan in an amount of $34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to in Section 3.5 above and the ----------- Class C Sponsors' Loan in an amount of $ 70,000,000 made by AMD Inc. to AMD Saxonia on 30 June 1999 and referred to in Section ------- 3.4 above; ---
(b) any prior contributions of Equity Capital (or other contributions to AMD Saxonia's capital reserves) by AMD Holding;
(c) any prior Revolving Loans made by the Sponsors (or either of them); or
(d) any payment made by either Sponsor under the Sponsors' Guaranty; provided, however, that the Sponsors shall have no liability as aforesaid in -------- ------- respect of any Subsidies which fail to be provided at any time af...
Payment of Shortfall. Upon the Collateral Agent's receipt of a Sub-Pool H Reserve Account Deficiency Notice, the Collateral Agent shall transfer, and the Pledgor hereby directs the Collateral Agent to transfer, subject to the limit of the amount available in the Sub-Pool H Reserve Account, the amount of the Shortfall from the Sub-Pool H Reserve Account to the Sub-Pool H Collection Account.
Payment of Shortfall. If at any time Buyer determines that there is a shortfall in the repayment by Seller of any Funding Charges or other liabilities under any Transaction Document, Seller shall forthwith at the request of Buyer transfer by telegraphic transfer to an account designated by Buyer an amount equal to that shortfall.
Payment of Shortfall. On the MG Measurement Date for each MG Period under this Agreement, Licensee shall pay the Territorial Shortfall for each MG Territory, if any, to Licensor. For purposes of this Agreement, the "Territorial Shortfall" shall mean, with respect to each MG Territory, the amount, if any, by which the Territorial Minimum Guarantee for that territory and for that MG Period exceeds the sum of (i) the earned royalties reported by Licensee to Licensor for that MG Territory and for that MG Period and (ii) ************* reported by Licensee to Marvel Characters B.V. for that MG Territory and for that MG Period. The applicable MG Territory for purposes of this subsection shall be determined, in all cases, in a manner consistent with the determination (with respect to country or territory) made for purposes of determining the applicable Good Toy A Price for the Net Sales in question. In the event, however, that the sum of Licensee's earned royalties and *************** worldwide in the aggregate properly reported by Licensee for any MG Period is less than the sum of all Territorial Minimum Guarantees worldwide in the aggregate for that MG Period (with the amount of the difference being an "Underage"), then the amount of the Underage shall be deducted from the aggregate amount of Territorial Shortfall payments that Licensee is required to make hereunder with respect to that MG Period.
Payment of Shortfall. If, at any time, the Property Income from a Property is not sufficient to pay the bills and charges payable from the Operating Accounts which have been incurred with respect to such Property, Manager will submit to Owner a statement of all remaining unpaid bills and Owner will provide Manager with sufficient funds to pay any unpaid expenses. Manager shall have no obligation to advance any of Manager’s own funds to pay any such shortfall.
Payment of Shortfall. Upon the Collateral Agent's receipt of a -------------------- Reserve Account Deficiency Notice, the Collateral Agent shall transfer, and the Pledgor hereby directs the Collateral Agent to transfer, subject to the limit of the amount available in the Reserve Account, the amount of the Shortfall from the Reserve Account to the Collection Account.
Payment of Shortfall. If the revised rent to be determined in accordance with this Schedule 1 has not been determined by the relevant Review Date then the Annual Rent payable immediately preceding the relevant Review Date shall continue to be payable on account of the revised rent at the rate previously payable and within 14 days of the revised rent being ascertained the Tenant shall pay to the Landlord any shortfall between the existing Annual Rent and the new revised rent for the period from the relevant Review Date to the next Rent Payment Date together with interest at the Interest Rate on any shortfall such interest to be calculated on a day to day basis from the relevant Review Date on which it would have been payable if the revised rent had then been ascertained to the date of actual payment of any shortfall.
Payment of Shortfall. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them, in the event the Subscription Receipts are cancelled in accordance with the terms of this Agreement, the Corporation shall be responsible and liable to the Subscription Receiptholders for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof.
Payment of Shortfall. If the Final Amount is less than the Net Working Capital Target, then the Seller shall promptly (but in any event within five days) deliver to the Buyer such shortfall by wire transfer of immediately available funds to one or more accounts designated by the Buyer.
Payment of Shortfall. If the Servicer informs the Pledgor and the Trustee of the existence of a Shortfall, the Pledgor, subject to the limit of the amount available in the Spread Account, shall direct the Collateral Agent to, and the Collateral Agent shall, transfer the amount of the Shortfall from the Spread Account to the Collection Account or, if the Pledgor shall not have given such directions by the Business Day prior to the Distribution Date, the Trustee shall instruct the Collateral Agent to, and the Collateral Agent shall, transfer the cash pledged by the Pledgor under this Agreement and deposited in the Spread Account to the Collection Account and apply it to the payment of the Shortfall in accordance with Sections 8.03 and 8.06 of the Pooling and Servicing Agreement.
