Payments Notwithstanding Sample Clauses

Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property (except for securities that are subordinate and junior in right of payment to the payment of Senior Debt at least to the extent provided in this Agreement), to which Subordinate Creditor would have been entitled except for the provisions of this Agreement and that shall have been made to or for the account of Senior Creditor shall, as between each Loan Party and its creditors (other than Senior Creditor), be deemed to be a payment or distribution by such Loan Party to or for the account of Senior Creditor, and from and after the payment in full in cash of all Senior Debt, Subordinate Creditor shall be subrogated to all rights of Senior Creditor to receive any further payments or distribution applicable to the Senior Debt until the Subordinate Debt shall be paid in full, and no such payment or distribution made pursuant to such rights of subrogation to Subordinate Creditor that otherwise would be payable or distributable to or for the account of Senior Creditor shall, as between each Loan Party and its creditors (other than Subordinate Creditor), be deemed to be a payment or distribution by such Loan Party to Subordinate Creditor or on account of the Subordinate Debt.
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Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property, to which Subordinated Creditors would have been entitled except for the provisions of this Section 3 and that shall have been made to or for the account of any Senior Creditor shall, as between any Subsidiary Guarantor and its creditors (other than Senior Creditors), be deemed to be a payment or distribution by such Subsidiary Guarantor to or for the account of any Senior Creditor, and from and after the full and final payment in cash and performance of the obligations under the Senior Notes Documents (excluding any contingent indemnification obligations not yet due and payable and as to which no claim or demand for payment has occurred), Subordinated Creditors shall be subrogated to all rights of Senior Creditors to receive any further payments or distribution applicable to the Designated Senior Debt until the principal of and interest on the Subordinated Debt shall be paid in full, and no such payment or distribution made pursuant to such rights of subrogation to Subordinated Creditors that otherwise would be payable or distributable to or for the account of Senior Creditors shall, as between any Subsidiary Guarantor and its creditors (other than Subordinated Creditors), be deemed to be a payment or distribution by such Subsidiary Guarantor to Subordinated Creditors or on account of the Subordinated Debt.
Sample 1
Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property (except securities that are subordinate and junior in right of payment to the payment of Senior Debt at least to the extent provided in Us Agreement), to which Junior Creditor would have been entitled except for the provisions of this Agreement and that shall have been made to or for the account of Bank shall, as between Borrower and its creditors (other than Bank), be deemed to be a payment or distribution by Borrower to or for the account of Bank, and from and after the payment in full in cash of all Senior Debt and termination of all commitments of the Borrower under the Credit Agreement, Junior Creditor shall be subrogated to all rights of Bank to receive any further payments or distribution applicable to the Senior Debt until the principal of and interest on the Junior Debt shall be paid in full and no such payment or distribution made pursuant to such rights of subrogation to Junior Creditor that otherwise would be payable or distributable to or for the account of Bank shall, as between Borrower and its creditors (other than Junior Creditor), be deemed to be a payment or distribution by Borrower to Junior Creditor or on account of the Junior Debt.
Sample 1
Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property to which Second Lien Creditor would have been entitled except for the provisions of this Agreement and that shall have been made to or for the account of Senior Secured Creditor shall, as between each Loan Party and its creditors (other than Senior Secured Creditor), be deemed to be a payment or distribution by such Loan Party to or for the account of Senior Secured Creditor, and from and after the payment in full in cash of all Senior Secured Debt, Second Lien Creditor shall be subrogated to all rights of Senior Secured Creditor to receive any further payments or distribution applicable to the Senior Secured Debt until the principal of and interest on the Second Lien Debt shall be paid in full in cash, and no such payment or distribution made pursuant to such rights of subrogation to Second Lien Creditor that otherwise would be payable or distributable to or for the account of Senior Secured Creditor shall, as between each Loan Party and its creditors (other than Second Lien Creditor), be deemed to be a payment or distribution by such Loan Party to Second Lien Creditor or on account of the Second Lien Debt.
Sample 1
Payments Notwithstanding. No payment or distribution by any ------------------------ Obligor of any character, whether in cash, securities or other property (except securities which are subordinate and junior in right of payment to the payment of Senior Debt of such Obligor at least to the extent provided in this SECTION 7), to which the holders of such Obligor's Junior Debt would have been entitled except for the provisions of this SECTION 7 and which shall have been made to or for the account of the holders of such Obligor's Senior Debt shall, as between such Obligor and its creditors (other than the holders of such Obligor's Senior Debt and Junior Debt), be deemed to be a payment or distribution by such Obligor to or for the account of the holders of such Obligor's Senior Debt, and from and after the payment in full of all such Obligor's Senior Debt and the termination of all commitments of the holders of such Senior Debt to lend additional money or extend credit to such Obligor, the holders of such Obligor's Junior Debt shall be subrogated to any and all rights of the holders of such Obligor's Senior Debt to receive payments or distributions of cash, securities or other property applicable to such Obligor's Senior Debt to the extent that payments or distributions otherwise payable on such Obligor's Junior Debt have been applied to such Obligor's Senior Debt until the Junior Debt of such Obligor shall be paid in full, and no such payment or distribution made pursuant to such rights of subrogation to the holder or holders of such Obligor's Junior Debt which otherwise would be payable or distributable to or for the account of such Obligor's Senior Debt shall, as between such Obligor and its creditors (other than the holders of such Obligor's Junior Debt), be deemed to be a payment or distribution by such Obligor to the holder or holders of such Obligor's Junior Debt or on account of such Obligor's Junior Debt.
Sample 1

Related to Payments Notwithstanding

  • Limitation on Payment The Salary Continuation Payment will not exceed an amount equal to $1.00 less than the amount which would cause the payment, together with any other payments received from the Company, to be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Internal Revenue Code.

  • Limitation on Payments In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

  • Payments on Early Termination For the purpose of Section 6(e) of this Agreement:

  • Restriction on Payment Intra-Group Liabilities Prior to the Final Discharge Date, the Debtors shall not, and shall procure that no other member of the Group will, make any Payments of the Intra-Group Liabilities at any time unless:

  • Limitation on Payments and Benefits Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.

  • Payments to Specified Employees Notwithstanding any other Section of this Agreement, if the Employee is a Specified Employee at the time of the Employee’s Separation from Service, payments or distribution of property to the Employee provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (as defined in Code Section 409A) shall be deferred until the six (6) month anniversary of such Separation from Service to the extent required in order to comply with Code Section 409A and Treasury Regulation 1.409A-3(i)(2).

  • Payments and Calculations 16.1 Currency and method of payments. All payments to be made:

  • Payments Etc (a) Except as otherwise specifically provided herein, all payments under this Agreement and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 1:00 PM (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds at its Payment Office.

  • Payments Free of Deductions (a) Unless required by applicable law, all payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed on, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as “Non-Excluded Taxes” and each, individually, as a “Non-Excluded Tax”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, (i) the Borrower shall within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms W-8BEN-E, W-8ECI or W-9, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. Within 30 days after the date of each payment hereunder, the Borrower shall furnish to the Liquidity Provider the original or a certified copy of (or other documentary evidence of) the payment of the Non-Excluded Taxes applicable to such payment.

  • Limitation on Additional Amounts, etc Notwithstanding anything to the contrary contained in Section 1.10, 1.11, 2.05 or 4.04 of this Agreement, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under such Section within six months after the later of (x) the date the Lender incurs the respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital or (y) the date such Lender has actual knowledge of its incurrence of the respective increased costs, Taxes, loss, expense or liability, reductions in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be, to the extent of the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital that are incurred or suffered on or after the date which occurs six months prior to such Lender giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be. This Section 13.18 shall have no applicability to any Section of this Agreement other than said Sections 1.10, 1.11, 2.05 and 4.04.

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