Source of Payment of Losses Sample Clauses

Source of Payment of Losses. Notwithstanding anything to the contrary contained herein, with regard to Losses which the Stockholders are required to indemnify Parent hereunder, Parent shall first set off the amount of any such Losses against the Deferred Merger Consideration, then against any payment due to the Stockholders pursuant to Section 2.9 hereof and then against any payment due to the Stockholders pursuant to Section 9.2(b) hereof. To the extent that the right of setoff provided in this Section 9.7 is sufficient to pay any Losses which the Stockholder are required to indemnify Parent hereunder, then such right of setoff shall be Parent’s sole and exclusive remedy hereunder; provided, that if such right of setoff is insufficient to satisfy any payment, Parent and the Surviving Entity may pursue any available remedy against the Stockholders in satisfaction thereof.
Sample 1
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Source of Payment of Losses. (a) Notwithstanding anything to the contrary contained herein, with regard to Losses which the Stockholders are required to indemnify the Parent Indemnified Parties hereunder, the Surviving Entity shall set off the amount of any such Losses (i) first, out of the Escrowed Common Stock, by canceling the applicable number of shares of Parent Common Stock (based upon a price of four dollars ($4.00) per share) remaining in the Common Stock Escrow Account, on a pro rata basis in accordance with the Stockholders’ Allocation Percentages as set forth on the Closing Date Holdings Statement, equal to such Losses, (ii) second, in the event that the cancellation of the applicable number of shares of Escrowed Common Stock contemplated by the immediately preceding clause (i) is not sufficient to cover such Losses, out of the Common Stock Merger Consideration and any other shares of Parent Common Stock held by the Stockholders, by canceling the applicable number of shares of Parent Common Stock (based upon a price of four dollars ($4.00) per share) held by the Stockholders, on a pro rata basis in accordance with the Stockholders’ Allocation Percentages as set forth on the Closing Date Holdings Statement, equal to such Losses, (iii) third, in the event that the cancellation of the applicable number of shares of Parent Common Stock contemplated by the immediately preceding clause (ii) cannot be performed, in whole or in part, or is not sufficient to cover such Losses, out of the Earn-Out Common Stock by either cancelling the applicable number of shares of Earn-Out Common Stock remaining in the Earn-Out Escrow Account at the time of such cancellation or not delivering to the Stockholders the applicable number of shares of Earn-Out Common Stock, in either case, on a pro rata basis in accordance with the Stockholders’ Allocation Percentages as set forth on the Closing Date Holdings Statement (based upon a price of four dollars ($4.00) per share) equal to such Losses (taking into account the amount of any set off applied pursuant to the immediately preceding clauses (i) and (ii)) and (iv) fourth, in the event that the cancellation and/or non-delivery of the applicable number of shares of the Earn-Out Common Stock contemplated by the immediately preceding clause (iii) cannot be performed, in whole or in part, or is not sufficient to cover such Losses (taking into account the amount of any set off applied pursuant to clauses (i) and (ii) above), against the cash value (based upon...
Sample 1

Related to Source of Payment of Losses

  • SOURCE OF PAYMENTS All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company, however, unconditionally guarantees payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.

  • Source of Payment Except as otherwise provided under the terms of any applicable employee benefit plan, all payments provided for under this Agreement shall be paid in cash from the general funds of Company. The Company shall not be required to establish a special or separate fund or other segregation of assets to assure such payments, and, if the Company shall make any investments to aid it in meeting its obligations hereunder, the Executive shall have no right, title or interest whatever in or to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and the Executive or any other person. To the extent that any person acquires a right to receive payments from the Company hereunder, such right, without prejudice to rights which employees may have, shall be no greater than the right of an unsecured creditor of the Company. The Executive shall not look to the owners of the Company for the satisfaction of any obligations of the Company under this Agreement.

  • Evidence of Payments As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

  • Remittance of Payments Forthwith after the withdrawal from the Designated Account by the Administrative Agent of any payment of principal, interest, fees or other amounts for the benefit of the relevant Lenders pursuant to Section 3.8, the Administrative Agent shall, subject to Sections 3.3 and 8.3 remit to each Lender, in immediately available funds, such Lender’s Pro Rata Share of such payment (except to the extent such payment results from a Loan with respect to which a Lender had failed, pursuant to Section 3.2, to make available to the Administrative Agent its Pro Rata Share and, where any other Lender has made funds available in the place and stead of a Defaulting Lender); provided that if the Administrative Agent, on the assumption that it will receive, on any particular date, a payment of principal (including, without limitation, a prepayment), interest, fees or other amount under the Credit Facility, remits to each Lender its Pro Rata Share of such payment and the Borrower fails to make such payment, each Lender agrees to repay to the Administrative Agent, forthwith on demand, to the extent that such amount is not recovered from the Borrower on demand and after reasonable efforts by the Administrative Agent to collect such amount (without in any way obligating the Administrative Agent to take any legal action with respect to such collection), such Lender’s Pro Rata Share of the payment made to it pursuant hereto together with interest thereon at the then prevailing interbank rate for each day from the date such amount is remitted to the Lenders until the date such amount is paid or repaid to the Administrative Agent, the exact amount of the repayment required to be made by the Lenders pursuant hereto to be as set forth in a certificate delivered by the Administrative Agent to each Lender, which certificate shall constitute prima facie evidence of such amount of repayment.

  • Avoidance of Payments Any settlement, discharge or release between (a) the Current Issuer and (b) the Note Trustee or any Receiver (the "Relevant Person(s)") shall be conditional upon no security or payment granted or made to the Relevant Person(s) by the Current Issuer or any other person being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency or liquidation for the time being in force and, in the event of such security or payment being so avoided or reduced, the Relevant Person(s) shall be entitled to recover the value or amount of such security or payment from the Current Issuer and from the security subsequently as if such settlement, discharge or release had not occurred.

  • Collection of Payments Borrower authorizes Bank to collect all principal, interest and fees due under each credit created by the Loan Documents by charging Borrower’s deposit account number 4121261853 with Bank, or any other deposit account maintained by Borrower with Bank, for the full amount thereof. Should there be insufficient funds in any such deposit account to pay all such sums when due, the full amount of such deficiency shall be immediately due and payable by Borrower.

  • Sharing of Payments, Etc If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

  • Remittance of Payments and Collections (a) All payments by any Lender to the Agent shall be made not later than the time set forth elsewhere in this Agreement on the Business Day such payment is due; provided, however, that if such payment is due on demand by the Agent and such demand is made on the paying Lender after 1:30 p.m. on such Business Day, then payment shall be made by 11:00 a.m. on the next Business Day. Payment by the Agent to any Lender shall be made by wire transfer, promptly following the Agent’s receipt of funds for the account of such Lender and in the type of funds received by the Agent; provided, however, that if the Agent receives such funds at or prior to 12:00 noon, the Agent shall pay such funds to such Lender by 4:00 p.m. on such Business Day, but if the Agent receives such funds after 12:00 noon, the Agent shall pay such funds to such Lender by 4:00 p.m. on the next Business Day. (b) With respect to the payment of any funds from the Agent to a Lender or from a Lender to the Agent, the party failing to make full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest thereon at the Wall Street Journal Prime Rate. In no event shall the Borrower be entitled to receive any credit for any interest paid by the Agent to any Lender, or by any Lender to the Agent, at the Wall Street Journal Prime Rate as provided herein. (c) If the Agent pays any amount to a Lender in the belief that a related payment has been or will be received by the Agent from a Loan Party and such related payment is not received by the Agent, then the Agent shall be entitled to recover such amount from each Lender that receives such amount. If the Agent determines at any time that any amount received by it under this Agreement or any of the other Loan Documents must be returned to a Loan Party or paid to any other Person pursuant to any Requirement of Law, court order or otherwise, then, notwithstanding any other term or condition of this Agreement or any of the other Loan Documents, the Agent shall not be required to distribute such amount to any Lender.

  • Issuance of Payments Payments shall be delivered as follows: (i) All payments owed to Xxxxxxxx, pursuant to § 3.1 shall be delivered to the following payment address: Xxxx X. Xxxxx, Esquire Xxxxxxx & Xxxxx, LLC Xxx Xxxx Xxxxx, Xxxxx 000 Xxxx Xxxxxx, XX 00000 (ii) All payments owed to OEHHA (EIN: 00-0000000), pursuant to § 3.1 shall be delivered directly to OEHHA (Memo Line “Prop 65 Penalties”) at the following addresses: For United States Postal Service Delivery: Xxxx Xxxxxxx Fiscal Operations Branch Chief Office of Environmental Health Hazard Assessment X.X. Xxx 0000 Xxxxxxxxxx, XX 00000-0000 For Non-United States Postal Service Delivery: Xxxx Xxxxxxx Fiscal Operations Branch Chief Office of Environmental Health Hazard Assessment 0000 X Xxxxxx Xxxxxxxxxx, XX 00000

  • Sharing of Payments Other than as expressly provided elsewhere herein, if any Lender of any Class shall obtain payment in respect of any principal of or interest on account of the Loans of such Class made by it or the participations in L/C Obligations held by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (1) notify the Administrative Agent of such fact, and (2) purchase from the other Lenders such participations in the Loans of such Class made by them or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal of or interest on such Loans of such Class or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (a) the amount of such paying Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this Section 2.13 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of clause (3) of the definition of Excluded Taxes, any participation acquired by a Lender pursuant to this Section 2.13 shall be treated as having been acquired on the earlier date(s) on which the applicable interest(s) in the Commitment(s) or Loan(s) to which such participation relates were acquired by such Lender.

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