Make-Whole Amounts Sample Clauses

Make-Whole Amounts. (a) If any Note is prepaid, repaid, redeemed or paid at any time, including, in connection with (i) an Optional Redemption (but excluding, for the avoidance of doubt, any Warrantless Optional Redemption), (ii) an acceleration of the Notes following the occurrence of an Event of Default pursuant to Section 6.02 or (iii) a Major Transaction Repurchase, then in addition to the principal amount of the Notes and other Obligations and the issuance of Warrants pursuant to Section 2.14 (as applicable)), the Company shall contemporaneously pay in cash (A) any accrued and unpaid interest owed on such principal and (B) the Make Whole Amount, in each case, applicable to the principal amount of the Notes so prepaid, repaid, redeemed, paid or otherwise reduced. Notwithstanding the foregoing, no Make Whole Amount shall be payable upon any Warrantless Optional Redemption, any Major Transaction Conversion or any other conversion of the Notes into Conversion Shares. (b) The Make Whole Amount shall automatically be due and payable at any time any of the Notes subject to such amounts become due and payable prior to the applicable Maturity Date of the applicable Notes in accordance with the terms hereof (other than pursuant to a Warrantless Optional Redemption) as though such Indebtedness was voluntarily prepaid and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this Agreement, by operation of law or otherwise (including, without limitation, on account of any bankruptcy filing), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Holders or profits lost by the Holders as a result of such acceleration, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Holders as a result thereof. Any Make Whole Amount payable pursuant to this Agreement shall be presumed to be the liquidated damages sustained by each Holder as the result of the early termination, acceleration or prepayment and each Note Party agrees that such Make Whole Amount is reasonable under the circumstances currently existing. The Make Whole Amount shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means or the Obligations are reinstated pursuant to Section 1124 of the Bankruptcy Code. If the Make Wh...

Make-Whole Amounts. “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

Make-Whole Amounts. Subject to the provisions of Section 20 of this Agreement, if for any billing period ACE*COMM has timely received the billing data from Customer, but delays in issuing such bills for a period in excess of fifteen (15) days past the mutually Scheduled Date as established in the Customer Guide, then ACE*COMM shall pay Customer an amount equal to the daily interest on the aggregate principal amount of such delayed bills, commencing on the 16th day of delay and continuing for each day the bills are not issued until the 45th day of delay, at a rate that is equal to prime interest rate plus 12% per annum or the then current cost of money to KMC ("Interest Make-Whole Amount"). Subject to the provisions of Section 20 of this Agreement, if ACE*COMM continues to delay in issuing bills after such 45 day period, then ACE*COMM shall pay to Customer, in addition to the Interest Make-Whole Amount, an amount equal to 15% of the aggregate principal amount of all such unissued bills ("Principal Make-Whole Amount"). Upon review and approval by ACE*COMM, all amounts payable to Customer by ACE*COMM under this Section 11(b) shall be paid within twenty (20) days of receiving Customer's invoice requesting such amounts. Sixty days following the date of issuance of bills subject to Principal Make-Whole Amounts, Customer shall prepare a reconciliation and promptly refund to ACE*COMM the portion, if any, of the Principal Make-Whole Amount equal to (1) the excess over 85% of the aggregate billed amount actually collected and (2) allowance for bad debt which as of the date hereof is equal to Customers preceding twelve (12) months bad debt experience as a percent of revenue. Customer will perform a final reconciliation sixty (60) days after the initial reconciliation, and shall refund to ACE*COMM Data Processing Services and Support Agreement any additional amount over 85% of the principal collected during such period and the reasonable allowance for bad debt. Make-Whole calculations and the basis for such calculations shall be subject to ACE*COMM review and approval. Any actual delay caused by any changes to the software made at the request of KMC and in the time frame mutually agreed to by Customer and ACE*COMM shall not be considered delays for purposes of this section and the grace period shall be extended on a day-for-day basis.

Make-Whole Amounts. The Holders consent to the deferral of payment of the Make-Whole Amounts due and payable, or that may become due and payable, with respect to (i) the prepayment of $1,000,000 received by the Holders on February 11, 2002, (ii) the prepayment of $11,086,000 to be received on or before the Effective Date pursuant to Section 6.7 herein, and (iii) any further prepayments received after the Effective Date, until the earlier of (x) the Maturity Date and (y) the payment in full of all amounts due and payable under the Notes, provided that any amounts so deferred shall accrue interest at the same rate as the Notes during such deferral period.