Termination of Payment Blockage. The Obligors may pay and resume the payment of and the Junior Creditor may accept the aggregate amount of any regularly scheduled payments of interest (including the payment of default interest, if any, accrued on such payments) previously not paid as a result of the terms hereof and regularly scheduled payments of interest upon the cure or written waiver of all Senior Defaults in accordance with the terms of the Senior Debt Documents; provided that the Obligors are in compliance with Section 2.3(a) both before and after giving effect to such payments of interest. No Senior Default shall be deemed to have been cured or waived for purposes of this Section 2.3(b) unless and until the Obligors and the Junior Creditor shall have received a written waiver or notice of cure thereof from the Senior Agent. The Obligors shall give the Junior Creditor prompt notice of the occurrence of any Senior Default and of any cure, waiver or other termination thereof; provided, that the failure of any Obligor to give any such notice shall not affect the subordination provisions of this Agreement or the relative rights of the Senior Agent, the other Senior Creditors and the Junior Creditor under this Agreement.

Termination of Payment Blockage. The Obligors may resume and the Junior Lender may accept Permitted Junior Debt Payments in respect of the Junior Debt (and any Obligor may make and the Junior Lender may accept any Permitted Junior Debt Payments missed due to the application of Section 2.3(a) (provided, that the Obligors may only make and Junior Lender may only accept any such missed payments if, at the time of the making of such payment, Permitted Junior Debt Payments are not otherwise prohibited to be made under this Section 2.3)) upon the earliest to occur of (i) the written waiver by Senior Collateral Agent (acting on the instructions of the Senior Lender) of any applicable Prospective Event of Default or Event of Default, (ii) any applicable Prospective Event of Default or Event of Default being cured in accordance with the terms of the Senior Debt Documents and (iii) the Payment in Full of the Senior Debt. Senior Default shall be deemed to have been waived for purposes of this Section 2.3(b) unless and until the Obligors shall have received a written waiver of such Senior Default from Senior Collateral Agent (acting on the instructions of Senior Lender) in accordance with the terms of the Senior Debt Documents. The Obligors shall give Junior Lender prompt notice of the occurrence of any Senior Default and of any cure, waiver or other termination thereof; provided, that the failure of any Obligor to give any such notice shall not affect the subordination provisions of this Agreement or the relative rights of Senior Lender and Junior Lender under this Agreement.

Termination of Payment Blockage. The Loan Parties may resume and Sellers may accept Permitted Junior Debt Payments; provided that, the Loan Parties may only make and the Sellers may only accept such payment(s) if at the time of and after giving effect to such payment(s) no Senior Default would be created on a Pro Forma Basis, assuming for purposes hereof that any such missed payment was made on the last day of the most recent fiscal quarter for which financial statements are available and that any applicable financial covenants were accordingly recomputed to give effect to any such missed payment in respect of the Junior Debt, and upon a written waiver by Agent thereof in accordance with the terms of the Loan Agreement. No Senior Default shall be deemed to have been waived for purposes of this Section 2.3(b) unless and until the Loan Parties and Sellers’ Representative shall have received a written waiver thereof from Agent. For the avoidance of doubt, Permitted Junior Debt Payments that are blocked pursuant to this Section 2.3(b) shall accrue and constitute Junior Debt, but such amounts shall not increase the principal amount of the Junior Debt for purposes of calculating any future interest payments on the Junior Debt pursuant to clause (i) of the definition of “Permitted Junior Debt Payments”.

Termination of Payment Blockage. The payment blockage of Permitted Subordinated Debt Payments shall terminate: (i) in the case of a Senior Payment Default referred to in Section 2.3(a)(ii), upon a cure, waiver or forbearance thereof; or (ii) in the case of a Senior Covenant Default referred to in Section 2.3(a)(ii)(B), upon the earlier to occur of (A) the cure or waiver of all Senior Covenant Defaults referenced in the applicable Senior Default Notice in accordance with the terms of the Senior Debt Documents, (B) the expiration of a period of 179 days from the date such Senior Default Notice was received by the Subordinated Creditor so long as no Senior Payment Default has occurred and is continuing or (C) the date on which such Senior Default Notice is rescinded by the Agent. No Senior Default shall be deemed to have been waived for purposes of this Section 2.3(b) unless and until the Borrower shall have received a written waiver from the Agent.

Termination of Payment Blockage. The Borrowers may resume payments (and may make any payments missed due to the application of Section 2.3(a)) in respect of the Junior Debt or any judgment with respect thereto: (i) In the case of a Senior Payment Default referred to in Section 2.3(a)(i), upon a cure or waiver thereof in accordance with the terms of the Senior Debt Documents; or (ii) In the case of a Senior Covenant Default referred to in Section 2.3(a)(ii), upon the earliest to occur of (x) the cure or waiver of all Senior Covenant Defaults referenced in the applicable Senior Default Notice in accordance with the terms of the Senior Debt Documents, (y) the sum of the Borrowers’ unrestricted cash and the aggregate availability (without regard to any default) under the Senior Debt is equal to or in excess of $5,000,000, or (z) the expiration of a period of 180 days from the date such Senior Default Notice was received by the Junior Creditor.

Termination of Payment Blockage. The Loan Parties may resume Permitted Subordinated Payments in respect of the Subordinated Indebtedness upon the receipt by the Subordinated Creditor of written notice from each Senior Agent that all Senior Defaults have been waived in writing in accordance with the terms of the applicable Senior Lending Agreement and if so agreed in such waiver by each Senior Agent at its sole option, may make any Permitted Subordinated Payments missed due to the application of Section 2.2(a)).

Related to Termination of Payment Blockage

Termination of Payments Notwithstanding section 2.2, no payments shall be due to Purchaser xXxx Purchaser has received an aggregate amount under this Note, including payments made by the Company pursuant to section 2.3, equal to (i) the Principal Amount (as defined in the Investor Information Sheet above), multiplied by (ii) the Maximum Payment Multiple. We refer to the result of this multiplication as the “Maximum Payment Amount.”
Notice of Payment of Termination Payment As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment shall be made to the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.
Termination of Payment Fund Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Allocation of Payments After Event of Default Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.
Acceleration of Payments Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.
Condition of Payment All services provided by the Contractor under this Contract must be performed to the State’s reasonable satisfaction, as determined at the discretion of the undersigned State representative and in accordance with all applicable federal, state, local laws, ordinances, rules and regulations. The State shall not be required to pay for work found to be unsatisfactory, inconsistent with this Contract or performed in violation of any federal, state or local statute, ordinance, rule or regulation.
Confirmation of Payment The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2.
Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment Whether or not any Loans are outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Lender, without the consent of each Lender directly affected thereby;
Reduction of Payments Any reduction under Subsection (b) above shall be applied first to Payments that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such Payment, then such reduction shall be applied on a pro rata basis to all such Payments. Subject to the foregoing rules, the Employee may elect, in the Employee’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of the Employee’s election within 10 business days of receipt of notice. If no such election is made by the Employee within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Employee promptly of such election. For purposes of this Section 3, a present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Accounting Firm under this Section 3 shall be binding upon the Company and the Employee and shall be made within 10 business days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Employee such amounts as are then due to the Employee and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts as become due to the Employee.
Allocation of Payments The Assignor and the Assignee agree that (i) the Assignor shall be entitled to any payments of principal with respect to the Assigned Interest made prior to the Assignment Date, together with any interest and fees with respect to the Assigned Interest accrued prior to the Assignment Date, (ii) the Assignee shall be entitled to any payments of principal with respect to the Assigned Interest made from and after the Assignment Date, together with any and all interest and fees with respect to the Assigned Interest accruing from and after the Assignment Date, and (iii) the Agent is authorized and instructed to allocate payments received by it for account of the Assignor and the Assignee as provided in the foregoing clauses. Each party hereto agrees that it will hold any interest, fees or other amounts that it may receive to which the other party hereto shall be entitled pursuant to the preceding sentence for account of such other party and pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt.

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