Payments and Amendments Sample Clauses

Payments and Amendments. All fees and charges provided for in the Order Form for use of the Software will be due upon the dates reflected in the Order Form, or if not so indicated, on the date the invoice is provided by UCView. Any undisputed amount not received when due will bear interest at a minimum of 1.5% per month or the highest rate permitted by law, whichever is greater. UCView is entitled to recover any sums expended in connection with the collection of undisputed sums not paid when due, including reasonable attorneys' fees. UCView reserves the right to terminate this License and use of the Software, after transmittal of notice, if UCView does not receive payment of the fees and charges when due. All license fees and charges are non-refundable. Should Customer continue to use the Service or Software after termination of this Agreement, then Customer agrees to pay the per-minute or monthly fees associated
Sample 1
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Payments and Amendments. Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Credit Party or any Subsidiary of a Credit Party prior to the maturity thereof, other than (i) the Obligations in accordance with this Agreement and (ii) the conversion of Indebtedness to equity and in connection therewith, payments of cash in lieu of issuing fractional shares of Stock. (b) make any payment on account of any Indebtedness if such payment is not permitted at such time under the Subordination Agreement related to such Indebtedness (if any), or (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning (i) any Subordinated Indebtedness unless expressly permitted under the terms of the applicable Subordination Agreement or (ii) Indebtedness permitted under Section 6.1(b).
Sample 1
Payments and Amendments. The Loan Parties shall not, and shall not permit any of their Affiliates to (i) declare, pay, make or set aside any amount for prepayment, payment, redemption or repayment in respect of (A) Subordinated Debt, except for payments made in full compliance with and permitted under the Subordination Agreement, or (B) any Permitted Japan Lifeline Unsecured Debt, except with respect to any interest payments expressly permitted under both clause (r) of the definition of “Permitted Indebtedness” and the Japan Lifeline Subordination Agreement so long as (1) the Japan Lifeline Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all times, (2) no breach, violation or default has occurred under any of the Permitted Japan Lifeline Unsecured Debt Documents or the Japan Lifeline Subordination Agreement and (3) no Default or Event of Default has occurred and is continuing, (ii) amend, restate, supplement, change, waive or otherwise modify (or consent to any departure from) the terms of (A) any Subordinated Debt Documents, except for amendments and modifications expressly permitted by the Subordination Agreement, or (B) any Permitted Japan Lifeline Unsecured Debt Documents, except as both (1) expressly permitted by the Japan Lifeline Subordination Agreement and (2) previously consented to in writing by the Agent and all of the Lenders; or (iii) declare, prepay, pay, redeem, repay, make or set aside any amount for prepayment, payment, redemption or repayment in respect of any Indebtedness hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Obligations, except (A) for payments made in full compliance with and permitted under the subordination provisions applicable thereto or (B) solely with respect to the Permitted Japan Lifeline Unsecured Debt, any interest payments expressly permitted under both clause (r) of the definition of “Permitted Indebtedness” and the Japan Lifeline Subordination Agreement so long as (1) the Japan Lifeline Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all times, (2) no breach, violation or default has occurred under any of the Permitted Japan Lifeline Unsecured Debt Documents or the Japan Lifeline Subordination Agreement and (3) no Default or Event of Default has occurred and is continuing.
Sample 1
Payments and Amendments. Except in connection with Refinancing Indebtedness permitted by Section 6.1, (a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or any Subsidiary of a Loan Party, other than the Obligations in accordance with this Agreement or make any payment in respect of Seller Debt or any Earn Out Payment; provided that the Loan Parties may make scheduled payments of (i) the principal and interest in respect of the Seller Debt and (ii) any Earn Out Payment, so long as both before and after giving effect to any such payment (A) no Default exists or would result therefrom, (B) the Loan Parties shall be in pro forma compliance with the financial covenants set forth in Section 6.16 computed as of the most recent fiscal quarter end for which the Loan Parties have delivered financial statements pursuant to Section 5.3; and (C) the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds $7,500,000. (b) make any payment on account of the Subordinated Indebtedness if such payment is not permitted at such time under the Subordination Agreement related to such Indebtedness, or (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning (A) any Subordinated Indebtedness unless expressly permitted under the terms of the applicable Subordination Agreement or (B) Indebtedness permitted under Section 6.1(b) or (ii) any other Material Contract in any manner without the prior written consent of Agent.
Sample 1
Payments and Amendments. Any undisputed monthly payment not received when due will bear interest at the lower of 1.5% per month or the highest rate permitted by law, and we may suspend the Service, if Customer’s payment of undisputed fees is ten (10) or more business days delinquent. Additionally, we are entitled to recover any sums expended in connection with the collection of undisputed sums not paid when due, including reasonable attorneys’ fees. Should Customer continue to use the Service or Software after the term of this Agreement, then Customer agrees to pay the monthly fee associated with use of the Software or Service until discontinuance of use of the Software by Customer at the then prevailing monthly rates. Monthly Minimum Commitment Fees will be invoiced monthly in advance throughout the term of the contract. Minimum Commitment Fees (whether minutes or dollars) that are not utilized by Customer during the month for which they were committed may not be carried forward into the next month’s usage.
Sample 1
Payments and Amendments. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement that is reasonably acceptable to Note Agent to which such Subordinated Debt is subject, (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Note Agent and the Purchasers, (c) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Note Party or its Subsidiaries, other than (i) the Obligations in accordance with this Agreement and the Intercreditor Agreement, as in effect on the date hereof and any amendment or modification thereto that is consented to by Administrative Issuer, (ii) the SVB Obligations in accordance with the Intercreditor Agreement, as in effect on the date hereof, or (iii) to the extent permitted under the Grace Bay Loan Documents as amended, supplemented and otherwise modified by that certain Forbearance Agreement dated as of the date hereof by and among the Issuers and Grace Bay, the Grace Bay Obligations, and (d) amend any provision in any SVB Loan Document or Grace Bay Loan Document, other than in accordance with the Intercreditor Agreement, as in effect on the date hereof and any amendment or modification thereto that is consented to by Administrative Issuer.
Sample 1
Payments and Amendments. Except in connection with a refinancing permitted by Section 6.1(d), (a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Credit Party or any Subsidiary of a Credit Party, other than (i) the Obligations in accordance with this Agreement and (ii) pursuant to the deposit of no more than $10,000,000 with The Bank of New York Trust Company, N.A. in escrow for payment of interest due August 1, 2005 with respect to the Notes (the “Interest Escrow”), (b) make any payment on account of the Subordinated Indebtedness if such payment is not permitted at such time under this Agreement or the Subordination Agreement applicable to such Indebtedness, (c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any of the Subordinated Indebtedness or any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1(b); provided, however, terms and conditions of any of the Subordinated Indebtedness or agreements related thereto may be amended if expressly permitted under the Subordination Agreement related thereto, (d) make any payment on account of any Specified Indebtedness other than (i) with respect to Indebtedness arising under the Xxxxxxx Holdco Notes, payments of interest made in kind and (ii) with respect to all other Specified Indebtedness regularly scheduled interest payments, or (e) make any payment with respect to any Qualified Vendor Payables unless such Qualified Vendor Payable is replaced by another Qualified Vendor Payable so that in no event will the aggregate amount of Qualified Vendor Payables be less than $20,000,000, as reduced from time to time in accordance with the following provision. The Borrowers shall be permitted to reduce their outstanding Qualified Vendor Payables; provided, however, that during any twelve month period the aggregate reductions of Qualified Vendor Payables shall not exceed $5,000,000 and before making any such payment (i) no Default or Event of Default has occurred and is continuing or would occur after giving effect to such payment, (ii) the Credit Parties’“Consolidated EBITDA” (as defined in the Indenture) for the most recent Four-Quarter Period is at least $50,000,000, and (iii) Excess Availability is at least $5,000,000 before and after giving effect to such payment.
Sample 1
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Related to Payments and Amendments

  • Prepayments and Amendments (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) if by doing so Borrower’s Liquidity would drop below that required by Section 7, optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower, other than the Obligations in accordance with this Agreement, (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) [intentionally omitted], (C) Indebtedness permitted under the definition of Permitted Indebtedness (other than Indebtedness permitted under clauses (g) or (h) of the definition of Permitted Indebtedness), and (D) Indebtedness permitted under clauses (g) or (h) of the definition of Permitted Indebtedness so long as such amendment, modification, or change (x) could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, and (y) would not otherwise cause Borrower to breach any of the provisions of this Agreement, (ii) any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) the Governing Documents of Borrower if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

  • Supplements and Amendments This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

  • Modifications and Amendments The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

  • Waiver and Amendments Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

  • Alterations and Amendments This Agreement, applicable fees and service charges may be altered or amended from time-to-time. In such event, we will provide notice to you. Any use of the Service after we provide you a notice of change will constitute your agreement to such change(s). Further, we may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates.

  • Modification and Amendments If a Fund shall determine that the coverage required by Rule 17g-1 for the Fund has changed, or that the amount of the total coverage allocated to the Fund should otherwise by modified, it shall so notify the other Funds and shall set forth the modification which it believes to be appropriate, and the proposed treatment of any increase in or return of premium paid to the insurance company. Within 60 days after such notice, the Funds shall seek the approvals required by Rule 17g-1, and if the approvals are obtained, shall effect an amendment to this Agreement and the bond. Any Fund may terminate this Agreement (except with respect to losses occurring prior to such withdrawal) by giving at least 60 days’ written notice to the other Funds and to the Commission before the effective date of such termination. The Fund terminating the Agreement shall thereafter be removed as a named insured under the bond in accordance with Rule 17g-1 and the Fund shall be entitled to receive a pro rata portion of any return of premium paid to the insurance company.

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

  • Entirety and Amendments This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought.

  • Limitations on Debt Payments and Amendments (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Restricted Indebtedness; provided, however, that (x) the Borrower and any Restricted Subsidiary may prepay, repurchase or redeem or otherwise defease Restricted Indebtedness with the Net Cash Proceeds of Permitted Other Indebtedness that is unsecured or secured by a Lien ranking junior to the Lien securing the Obligations incurred in accordance with Section 10.1(bb)(i)(b) and (y) the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Restricted Indebtedness (i) in an aggregate amount from the 2014 July Repricing Effective Date, when aggregated with (A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date (other than dividends paid pursuant to Section 10.6(c)(x) prior to March 31, 2015) and (B) all loans and advances to any direct or indirect parent of the Borrower made pursuant to Section 10.5(m) (in lieu of dividends permitted by Section 10.6(c)), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption; provided the use of such amounts in clauses (1) and (2) shall be subject to no Default or Event of Default having occurred and continuing at the date of such prepayment, repurchase, redemption or other defeasance or resulting therefrom, plus (3) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption; for the avoidance of doubt, dividends paid in reliance on and in compliance with Section 10.6(c) shall not retroactively cause any breach of this Section 10.7(a)(y)(i) in respect of amounts previously prepaid in compliance with this Section 10.7(a)(y)(i); and (ii) with the proceeds of Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or defeasance made after the Original Closing Date in connection with the Debt Repayment, (ii) the making of any prepayment of accrued but unpaid interest and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the “Optional Interest Repayment” provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date or (iii) the prepayment, repurchase or redemption of the PIK Notes with the net proceeds of Additional 2018 New Dollar Term Loans. (b) The Borrower will not waive, amend, modify, terminate or release any Restricted Indebtedness to the extent that any such waiver, amendment, modification, termination or release would be adverse to the Lenders in any material respect. (c) Prior to the Initial Term Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant to Section 10.1(cc) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless the Borrower shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate principal amount (calculated on the face amount thereof) of Term Loans of the Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) the Borrower will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), 10.1(cc) or the definition of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes (as so amended or modified) were then being issued or incurred.

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