Alternative Obligation; Cash Payment Sample Clauses

Alternative Obligation; Cash Payment. Should AZUL Holding have the obligation to indemnify TRIP’s Shareholders, as provided for in Section 8.2.1(a), AZUL Holding may elect to pay in cash to TRIP’s Shareholders the balance between (i) the Losses With Cash Outflow of AZUL Holding; and (ii) the Losses With Cash Outflow of TRIP. AZUL Holding shall notify TRIP Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders.
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Alternative Obligation; Cash Payment. Should AZUL Holding have the obligation to indemnify TRIP’s Shareholders, as provided for in Section 8.2.1(a), AZUL Holding may elect to pay in cash to TRIP’s Shareholders the balance between (i) the Losses With Cash Outflow of AZUL Holding; and (ii) the Losses With Cash Outflow of TRIP. AZUL Holding shall notify TRIP Shareholders, within 1 (one) day after the determination of the Total Losses of Parties up to the Adjustment - Indemnifications indicating whether they intend to pay indemnities in cash. Should AZUL Holding elects to pay indemnities in cash, subject to the provisions of this Section, it shall pay the indemnities within 1 (one) day after the issuance of the notification set forth in the preceding sentence, it being understood that, upon confirmation of payment, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders shall lose its validity and effectiveness. If such payment is not made within the period specified above, the TRIP Shareholders shall be free to exercise the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders. CONFIDENTIAL TREATMENT REQUESTED (d) Indemnifications After the Adjustment - Indemnifications Date. After the Adjustment - Indemnifications Date, the obligations to indemnify of AZUL Holding as provided in Section 8.2, shall be indemnified exclusively in cash, pursuant to Section 8.3 and following, being agreed by and between the Parties, for the avoidance of doubt, that the indemnification procedures set forth in Sections 8.3, 8.4, 8.5, and 8.6 shall apply to Parties only after the Adjustment - Indemnifications Date.
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Related to Alternative Obligation; Cash Payment

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Sharing of Reimbursement Obligation Payments Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. 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 shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 3.3(d) herein.

  • Conditions to the Obligations of Buyer The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

  • Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Unconditional Obligation; No Offset Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lxxxxx, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.

  • Conditions to the Obligation of the Company The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions:

  • Release on Payment in Full Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral.

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