LIQUIDATION OF DEBT. The parties hereby agree that, as of the date of this Agreement, the total amount due and owing by PLSI to Creditor is at least equal to the sum of _________________________ (___________) (such sum being hereafter referred to as the "LIQUIDATED DEBT"). PLSI agrees to pay the Liquidated Debt to Creditor pursuant to the terms and conditions set forth in this Agreement. As used herein, the term "Liquidated Debt" does NOT refer to any amount of debt in excess of __________________________ (___________).
LIQUIDATION OF DEBT. Gentlemen: This letter when executed by you will evidence our mutual agreement that Mexus Gold U.S. has the option, at its sole discretion and subject to the satisfaction of the conditions set forth in this letter, to acquire shares of Mexus Gold Mining, S.A. de C.V. representing ninety-nine percent of the issued and outstanding shares of Mexus Gold Mining, S.A. de C.V. in exchange for forty million restricted shares of Mexus U.S. common stock, being twenty million restricted shares of Mexus Gold U.S. common stock for the option to purchase and twenty million shares of restricted shares of Mexus Gold U.S. common stock for the exercise of the Option to Purchase Shares of Mexus Gold Mining, S.A. de C.V. It is our understanding the terms, conditions, covenants and other provisions of our agreement are as follows: Mexus Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands which are either patented land ownership or concession agreements in the State of Sonora, Mexico, to which Exhibit “A” is a listing of those lands with further description. Inasmuch as Mexus Gold Mining, S.A. de C.V. has incurred debt payable to Mexus Mineral Exploration U.S. during the course of its exploration and evaluation of the lands described in Exhibit “A” and that Mexus Gold Mining, S.A. de C.V. desires to liquidate the debt payable to Mexus Minerial Exploration U.S. Therefore, our understanding of the agreement is as follows:
LIQUIDATION OF DEBT. ITEC shall be responsible to liquidate the trade liabilities of QPI as of the Closing (the "QPI LIABILITIES"), up to a maximum of two hundred thousand dollars ($200,000) to the satisfaction of the respective creditors of QPI to whom such liabilities are owed. ITEC shall also convey to QPI twelve million five hundred thousand (12,500,000) shares of ITEC common stock (the "ITEC SHARES") to be used by QPI to retire the convertible debentures referred to in Section 5, below. The number of ITEC Shares shall be adjusted for any stock splits, reverse splits, stock consolidations or similar events that occur after the date this Agreement is signed and before the ITEC Shares are issued.
LIQUIDATION OF DEBT. The parties hereby agree that, as of the date of this Agreement, the total amount due and owing by PLSI to BSLT in connection with the purchase of the Goods is the sum of Five Hundred Ninety-One Thousand Nine Hundred Sixteen and 6/100 Dollars ($591,916.06) (hereafter the "Liquidated Debt"). This sum may not be reduced by any claim for reduction or set-off that PLSI may have had, has now, or will have against BSLT other than as set forth herein; and PLSI agrees to pay this sum to BSLT pursuant to, and only pursuant to, the terms and conditions set forth in this Agreement


Subordination of Debt Until senior debt has been paid in full, Debtor will not pay and Creditor will not accept any payment on subordinated debt at any time that an Event of Default (as defined in the Senior Facility Agreement) has occurred and is continuing in respect of senior debt. Anything of value received by Creditor on account of subordinated debt in violation of this agreement will be held by Creditor in trust and immediately will be turned over to Lender in the form received to be applied by Lender on senior debt.
Distributions on Liquidation (a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.
Subordination of Debentures SECTION 14.01. The Company covenants and agrees, and each holder of Debentures issued hereunder by his acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article Fourteen; and each holder of a Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Debentures issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article Fourteen shall prevent the occurrence of any default or Event of Default hereunder.
Subordination of Debt Securities SECTION 15.01.
Repayment of Debt No Credit Party will, and will not permit any Restricted Subsidiary to, repay, prepay, redeem, repurchase, defease or otherwise make any payment on account of any Indebtedness for borrowed money except for (a) payment on account of Indebtedness owing to the Agent or the Lenders under this Agreement, (b) any payment consented to in writing by the Required Lenders, and (c) payment on account of Indebtedness for borrowed money permitted by Section 6.1, the repayment of which is not restricted by Section 6.6.
Subordination of Certain Indebtedness Cause any indebtedness of Borrower for borrowed money to any shareholder, director, officer or Affiliate of Borrower, which indebtedness has a term of more than 1 year or is in excess of $25,000, to be subordinated to the Obligations by the execution and delivery to Lender of a Subordination of Debt Agreement, on the form prescribed by Lender, certified by the corporate secretary of Borrower to be true and complete and in full force and effect.
Rights on Liquidation In the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary, or any other distribution of assets of the Partnership among its unitholders for the purpose of winding-up its affairs, unless the Partnership is continued under the election to reconstitute and continue the Partnership pursuant to Section 13.2.2 of the Agreement, the Holders shall be entitled to receive C$25.00 per Series 8 Preferred Limited Partnership Unit held by them, together with all accrued (whether or not declared) and unpaid Series 8 Distributions up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Partnership), before any amounts shall be paid or any assets of the Partnership distributed to the holders of any Junior Securities. Upon payment of such amounts, the Holders shall not be entitled to share in any further distribution of the assets of the Partnership.
Prepayment of Debt Prepay any Debt (or take any actions which impose an obligation to prepay), except, subject to the terms hereof or thereof, Indebtedness.
Distribution of Liquidation Proceeds (a) The Agent may establish one or more reasonably funded reserve accounts into which proceeds of the conduct of any Liquidation may be deposited in anticipation of future expenses which may be incurred by the Agent in the exercise of rights as a secured creditor of the Borrower and prior claims which the Agent anticipates may need to be paid.
Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.