Prepayment Obligations. At Closing, the Purchase Price shall be adjusted downward by all amounts received by Seller prior to the Effective Date with respect to Prepayment Obligations allocable to the Properties. All amounts received by Seller after the Effective Date and prior to the Final Settlement Date due to Prepayment Obligations allocable to the Properties shall be credited to Buyer.

Prepayment Obligations. The Borrower agrees that if the Obligations become immediately due and payable in full at a time when the Bond Letter of Credit is outstanding the Borrower shall thereupon automatically be obligated to pay the Bank, in addition to all other amounts owing under this Agreement, the aggregate face amount of the Bonds Letter of Credit then outstanding. The foregoing obligation to pay in advance for amounts which the Bank may later have to pay pursuant to the Bonds Letter of Credit is and shall at all times constitute a part of the “Obligations”. Amounts paid by the Borrower pursuant to this Section 10.4 shall be made directly to an interest-bearing collateral account (the “Cash Collateral Account”) maintained at the Bank for application to the Borrower’s reimbursement obligations under Section 2.2 as payments are made on the Bonds Letter of Credit, with the balance, if any, to be applied to the other Obligations if any Event of Default has occurred and is continuing, or if no Event of Default has occurred and is continuing, returned to the Borrower.

Prepayment Obligations. The Borrower agrees that if the ---------------------- Obligations become immediately due and payable in full at a time when one or more Letters of Credit are outstanding, the Borrower shall thereupon automatically be obligated to pay the Administrative Bank, in addition to all other amounts owing under this Agreement, the aggregate face amount of all Letters of Credit then outstanding. The foregoing obligation to pay in advance for amounts which U. S. Bank may later have to pay pursuant to the Letters of Credit is and shall at all times constitute a part of the "Obligations". Amounts paid by the Borrower pursuant to this Section 10.3 shall be made directly to an interest-bearing collateral ------------ account maintained at U. S. Bank for application to the Borrower's reimbursement obligations under Section 2.7(d) as payments are made on the Letters of Credit, -------------- with the balance, if any, to be applied to the other Obligations.

Prepayment Obligations. Seller is not obligated, by virtue of a prepayment arrangement, a "take or pay" arrangement, a production payment or any other arrangement, to deliver hydrocarbons produced from the Assets at some future time without then or thereafter receiving full payment therefor.

Prepayment Obligations. Availent agrees that, as Maker of the respective Promissory Notes held by Xxxxxxxxx and described herein, Availent shall prepay the outstanding balances of the Promissory Notes if, prior to the original Maturity Date of April 30, 2003, or, if the Maturity Date of the respective Notes are extended to June 30, 2003, prior to such extended Maturity Date, Availent receives funding from any third party source, or sources, in an aggregate amount of $5,000,000 or more, including the receipt of proceeds from a sale of Availent’s common stock following a registration of such stock with the S.E.C. for sale in the public markets. In the event of the receipt of such funds from either of such sources, within five (5) business days from the receipt of the funds, Availent shall prepay the outstanding balances of the respective Promissory Notes held by Xxxxxxxxx; however, in the event of such prepayment, Availent shall receive credit for any and all amounts of interest Availent may have prepaid for the terms of the respective Notes. The obligation for notification to Xxxxxxxxx of funding receipts shall be with the Chief Financial Officer of Availent and shall be within three (3) business days of funding receipt. Payment qualifications to Xxxxxxxxx are as follows regarding funds from debt or equity financing: Funds received of at least $1,000,000, pay Xxxxxxxxx $100,000. Funds received of at least $2,000,000, pay Xxxxxxxxx $200,000. Funds received of at least $3,000,000, pay Xxxxxxxxx $300,000. Funds received of at least $4,000,000, pay Xxxxxxxxx $400,000. Funds received of at least $5,000,000, pay Xxxxxxxxx all obligations of principal and interest due.

Prepayment Obligations. (I) Notwithstanding the terms of the Securities Purchase Agreement and the $5,000,000 Secured Convertible Term Note (the “Note”) dated October 19, 2004 issued by the Company to the Purchaser, the parties hereby agree that (i) in addition to the Monthly Amount (as defined in the Note) due on October 1, 2005, an additional $430,000 of principal due under the terms of the Note shall be due and payable on October 1, 2005 (the “Additional Principal Amount”); (ii) in the event of any such conversion, the amount of principal due under such Note so converted shall be treated as a prepayment of principal and such prepayment of principal shall be applied in accordance with Section 3.4(a) of the Note; and (iii) to the extent that any of the $430,000 has not been converted on or prior to October 1, 2005, then any remaining non-converted portion of the Additional Principal Amount shall be increased by 20% as an additional premium obligation due on October 1, 2005 (for illustration purposes only, if $100,000 has not been converted or prepaid on or before October 1, 2005, then the Company shall pay the Purchaser on October 1, 2005 an additional $20,000). (II) Furthermore, subject to the conversion limitations set forth in Section 3.2 of the Note, (A) if the closing price for any ten (10) consecutive trading days (a “Conversion Period”) exceeds 120% of the then effective Fixed Conversion Price, the Purchaser will, within ten (10) trading days of any such Conversion Period, convert all or part of the then outstanding Additional Principal Amount. The Holder shall only be required to effect such a conversion referred to in the immediately preceding sentence if each of the following shall be true: (i) there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Conversion Shares (as defined in the Note) issued to the Holder (or such Conversion Shares are eligible for resale under Rule 144 of the Securities Act); (ii) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Conversion Shares as are issuable to the Purchaser upon such conversion referred to in this Section 4(II) and (iii) the Additional Principal Amount to be so converted pursuant to this Section 4(II) (when combined with the amount of any other Monthly Amount and the amount (including any monthly amount) of any other promissory note issued by the Borrowe...

Related to Prepayment Obligations

Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.
Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.
Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.
Payment Obligation of Lenders Each Revolving Credit Lender severally agrees to pay to the Agent on demand in Same Day Funds in Dollars the amount of such Revolving Credit Lender’s Revolving Commitment Percentage (if such Letter of Credit is denominated in Dollars) or Alternative Currency Revolving Commitment Percentage (if such Letter of Credit is denominated in any Alternative Currency) of each drawing paid by the Agent under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.2(d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Credit Loan or as a participation, shall not exceed such Revolving Credit Lender’s Revolving Commitment Percentage (if the applicable Letter of Credit is denominated in Dollars) or Alternative Currency Revolving Commitment Percentage (if the applicable Letter of Credit is denominated in any Alternative Currency) of such drawing. If the notice referenced in the second sentence of Section 2.2(e) is received by a Revolving Credit Lender not later than 11:00 a.m. then such Revolving Credit Lender shall make such payment available to the Agent not later than 2:00 p.m. on the date of demand therefor; otherwise, such payment shall be made available to the Agent not later than 1:00 p.m. on the next succeeding Business Day. Each Revolving Credit Lender’s obligation to make such payments to the Agent under this subsection, and the Agent’s right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under this subsection, (ii) the financial condition of the Borrower, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 10.1(h), Section (i), or Section (j) or (iv) the termination of the Commitments. Each such payment to the Agent shall be made without any offset, abatement, withholding or deduction whatsoever.
Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the applicable Borrower does not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance with, §4.
The Reimbursement Obligations Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below.
Payment Obligation The RTOs each assume responsibility for ensuring that their respective payment obligations resulting from the M2M coordination process set forth in Schedule D to this Agreement are satisfied without regard for their ability to collect such payments from their respective customers.
Reimbursement Obligation of the Borrowers In the event of any drawing under any Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.
Recipient Obligations 2.1 The Recipient agrees to support the Project in accordance with this Agreement. 2.2 In supporting the Project, the Recipient must: (a) exercise reasonable diligence, care and skill; (b) administer the Funding in accordance with the Agreement to support the Fellow to complete the Project; (c) not replace the Fellow named in the Application with another person; (d) complete the Project Deliverables by the relevant Deliverable due dates. This includes the provision of the required Reports, Financial Acquittal Statements and valid tax invoices; (e) ensure that the Fellow completes the Project Milestones annually; (f) ensure it makes the Recipient Contribution to the Project as per the Application and summarised in Item 11 of Schedule 1; (g) ensure the Partners provide the Partner Contributions to the Project as per the Application and summarised in Item 12 of Schedule 1; (h) ensure that the Project expenditure is managed in accordance with the project expenditure table in the Application; (i) notify the Department within 20 Business Days of any matter that may affect the Fellow or Recipient’s eligibility for funding under the Guidelines, including but not limited to: (i) the Fellow ceasing employment with the Recipient; (ii) the Fellow moving residence to outside of Queensland; (iii) the Fellow travelling outside of Queensland for more than six weeks; (iv) the Fellow taking extended leave or being unable to undertake the Project for an extended period; (v) the Fellow changing the proportion of their time committed to the Project; (vi) the Recipient Contributions or Partner Contributions changing; (vii) the Project Partner organisations changing; and (viii) the Project expenditure changing. (j) ensure that (where relevant): (i) the Project complies with National Health and Medical Research Council Guidelines; (ii) the Project complies with the Code of Ethical Practice for Biotechnology in Queensland; (iii) the Project is cleared by all relevant ethical committees prescribed by the Recipient organisation’s research rules; and (iv) evidence of compliance with this clause is provided, if requested by the Department; (k) not assign, transfer or subcontract its obligations, without prior written consent of the Department; (l) notify the Department of any breach of these terms or any matter that may affect the performance of the Agreement; and (m) comply with all relevant laws.

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