Exit Payments Clause Samples
Exit Payments. (a) Beginning on October 1, 2018 and on the first (1st) day of each calendar month thereafter during the Term until Supplier has been reimbursed in full, Supplier shall issue a pro-rated invoice (based on the length of the then-current Term) to Purchaser in the Currency (as converted through the Currency Conversion Rate) for reimbursement of the accelerated depreciation on the HGH Assets, which such total amount of depreciation shall be agreed upon by the Parties in good faith by October 1, 2018. Purchaser shall pay the full amount of each such invoice issued to it by Supplier within sixty (60) calendar days of the date of its receipt of such invoice; provided, however, that Purchaser may withhold payment of any amount that it may reasonably dispute in good faith until such dispute is resolved.
(b) Upon the termination or expiration of this Agreement, Supplier shall issue an invoice to Purchaser in the Currency (as converted through the Currency Conversion Rate) for any Exit Expenses it has incurred under this Agreement for which it has not yet been reimbursed by Purchaser. Purchaser shall pay the full amount of each such invoice issued to it by Supplier within sixty (60) calendar days of the date of its receipt of such invoice; provided, however, that Purchaser may withhold payment of any amount that it may reasonably dispute in good faith until such dispute is resolved.
Exit Payments. 27 11.1. General........................................................ 27 11.2.
Exit Payments. (a) Subject to Section 3, FWC shall pay to the Trustee, in the manner set forth in Section 2(b), (i) each of the amounts set forth in Schedule A (each a “Current Exit Payment” and collectively, the “Current Exit Payments”) on the date set forth opposite each Current Exit Payment and (ii) the amount designated in Schedule B as the Accreted Amount Exit Payment on the last date set forth in such Schedule (the “Accreted Amount Exit Payment”, and together with the Current Exit Payments and the payments referred to in Section 2(b), sometimes hereinafter referred to individually as an “Exit Payment” and collectively as the “Exit Payments”). Subject to Section 3, the obligation of FWC to make the Exit Payments shall be absolute, irrevocable and unconditional, and shall not be subject to any reduction, limitation, impairment or termination for any reason, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity or unenforceability of such obligation or otherwise.
(b) In the event that, prior to FWC having made all Exit Payments described in Section 2(a), all or any portion of the 1999C Bonds or 1999D Bonds are (with notice to FWC) either (i) called for special mandatory redemption pursuant to Section 4.08 of the Second Amended Indenture as a result of a Determination of Taxability (as such term is defined in the Second Amended Indenture, or (ii) called for optional redemption pursuant to Section 4.12 of the Second Amended Indenture, FWC shall make an Exit Payment to the Trustee, on or prior to the applicable redemption date, in an amount equal to the redemption price for such Bonds. Upon the making of any such Exit Payment, FWC’s obligation, if any, to make further Exit Payments shall be adjusted pursuant to Section 2(e).
(c) Each Exit Payment made by FWC to the Trustee shall be made in immediately available funds on the date such Exit Payment is due, whether by acceleration or otherwise (each, an “Exit Payment Due Date”).
(d) Without limiting the foregoing, (i) any amendment to the Second Amended Indenture made in accordance with terms thereof, any amendment to the Facility Lease Agreement, any waiver of or consent to or departure from, or failure to exercise or a delay in the exercise of any right, remedy, power or privilege under or in respect of the Facility Lease Agreement and/or the Second Am...
Exit Payments. 2.1 If, on or prior to the date falling two years and six months (or, if agreed in writing between ADV and the Company, three years) after the First Closing Date (the “Payment Date”), (a) the Company raises an aggregate of US$8,000,000 or more in gross proceeds from one or more issuances or sales of Equity Securities (other than the Convertible Notes issued pursuant to the Convertible Note Purchase Agreement); and (b) ADV sells a number of Qualified Exit Shares (as defined below) being or represented by the number of ADRs as set out below and provides the Company with reasonable evidence demonstrating the consideration received by it in such sales, the Company shall pay ADV on the Payment Date the amount set forth opposite such number of ADRs (“Exit Payments”):
Exit Payments. Subject to the Priority Order becoming final and non-appealable and the execution of the IRS Closing Agreement, FW reaffirms its obligation, in accordance with the Exit Funding Agreement, dated as of October 15, 1999, between FW and the Trustee (as amended or modified, the "Exit Funding Agreement"), to make Exit Payments (as defined in the Exit Funding Agreement) for the benefit of the holders of 1999C Bonds and 1999D Bonds, and hereby expressly agrees that FW's obligations under the Exit Funding Agreement including, but not limited to, its obligation to make Exit Payments thereunder and payment of the 1999C and 1999D Bonds pursuant to Section 2 of the Exit Funding Agreement shall be absolute, irrevocable and unconditional, and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counter-claim, recoupment or termination whatsoever by reason of the invalidity or unenforceability of such obligation provided, however, that, notwithstanding anything herein to the contrary, in the event any Bondholder breaches its obligations under this Agreement and fails to cure such default after notice has been given and the cure period expired all as contemplated by Section 28 below, the reaffirmation of FW contained in this Section 4 shall be null and void and of no further force or effect as to such breaching Bondholder, but only to the extent FW is actually harmed by such breach.
Exit Payments