Permitted Payments; Right to Retain Payments. Notwithstanding the foregoing, any payment in respect of the Acquisition Debt made in compliance with the terms of this Agreement and received by the Subordinated Creditor shall become its sole and absolute property and shall not be subject to any payment over or any distribution to or claim by the Senior Creditor or any other person, unless at the time of receipt of such payment (i) an event specified in either Section 2.2, 2.5(a) or 2.5(b) shall have occurred and be continuing and with respect to an event specified in Section 2.5(b) only, the Senior Creditor shall have given Subordinated Creditor notice of such event within sixty (60) days of the occurrence of such event of default. In the event that the Subordinated Creditor receives any payment on the Subordinated Debt made in compliance herewith, and Senior Creditor has not given any notice as described above, such payment shall conclusively be determined to be a permitted payment hereunder, otherwise, upon receipt of such notice within such sixty (60) day period, Subordinated Creditor shall promptly remit such payment to Senior Creditor for application in accordance with Section 2.3
Appears in 5 contracts
Samples: Subordination Agreement (Pomeroy Computer Resources Inc), Subordination Agreement (Pomeroy Computer Resources Inc), Subordination Agreement (Pomeroy Computer Resources Inc)
Permitted Payments; Right to Retain Payments. Notwithstanding Notwith-standing the foregoing, any payment in respect of the Acquisition Debt made in compliance with the terms of this Agreement and received by the Subordinated Creditor shall become its sole and absolute property and shall not be subject to any payment over or any distribution to or claim by the Senior Creditor or any other person, unless at the time of receipt of such payment (i) an event specified in either Section 2.2, 2.5(a) or 2.5(b) shall have occurred and be continuing and with respect to an event specified in Section 2.5(b) only, the Senior Creditor shall have given Subordinated Creditor notice of such event within sixty (60) days of the occurrence of such event of default. In the event that the Subordinated Creditor receives any payment on the Subordinated Debt made in compliance herewith, and Senior Creditor has not given any notice as described above, such payment shall conclusively be determined to be a permitted payment hereunder, otherwise, upon receipt of such notice within such sixty (60) day period, Subordinated Creditor shall promptly remit such payment to Senior Creditor for application in accordance with Section 2.32.3 hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc), Subordination Agreement (Pomeroy Computer Resources Inc)
Permitted Payments; Right to Retain Payments. Notwithstanding the foregoing, any payment in respect of the Acquisition Debt made in compliance with the terms of this Agreement and received by the Subordinated Creditor shall become its sole and absolute property and shall not be subject to any payment over or any distribution to or claim by the Senior Creditor or any other person, unless at the time of receipt of such payment (i) an event specified in either Section 2.2, 2.5(a) or 2.5(b) shall have occurred and be continuing and with respect to an event specified in Section 2.5(b) only, the Senior Creditor shall have given Subordinated Creditor notice of such event within sixty (60) days of the occurrence of such event of default. In the event that the Subordinated Creditor receives any payment on the Subordinated Debt made in compliance herewith, and Senior Creditor has not given any notice as described above, such payment shall conclusively be determined to be a permitted payment hereunder, otherwise, upon receipt of such notice within such sixty (60) day period, Subordinated Creditor shall promptly remit such payment to Senior Creditor for application in accordance with Section 2.32.3 hereof.
Appears in 1 contract
Samples: Subordination Agreement (Pomeroy Computer Resources Inc)
Permitted Payments; Right to Retain Payments. Notwithstanding Notwith-standing the foregoing, any payment in respect of the Acquisition Debt made in compliance with the terms of this Agreement and received by the Subordinated Creditor shall become its sole and absolute property and shall not be subject to any payment over or any distribution to or claim by the Senior Creditor or any other person, unless at the time of receipt of such payment (i) an event specified in either Section 2.2, 2.5(a) or 2.5(b) shall have occurred and be continuing and with respect to an event specified in Section 2.5(b) only, the Senior Creditor shall have given Subordinated Creditor notice of such event within sixty (60) days of after the occurrence of such event of default. In the event that the Subordinated Creditor receives any payment on the Subordinated Debt made in compliance herewith, and Senior Creditor has not given any notice as described above, such payment shall conclusively be determined to be a permitted payment hereunder, otherwise, upon receipt of such notice within such sixty (60) day period, Subordinated Creditor shall promptly remit such payment to Senior Creditor for application in accordance with Section 2.32.3 hereof.
Appears in 1 contract
Samples: Subordination Agreement (Pomeroy Computer Resources Inc)