Offset Prepayment Clause Samples

Offset Prepayment. (a) The Holder may provide a written notice (an "Offset Notice") to the Trustee (at such address and in such manner as provided in the Indenture) and the Company of its election to have an amount of sums identified by the Holder in the Offset Notice as being due and payable by the Holder or any of its Affiliates to the Company or any of its Affiliates in respect of the products or services provided to the Holder or any of its Affiliates in accordance with the Company's "Most Favored Supplier Status" established pursuant to Section 3.4 of the Alliance Agreement offset against the Available Offset Amount (as defined below). So long as, within five (5) Business Days after the identification of such sums in the Offset Notice, the Company has not in good faith claimed in a writing delivered to the Holder and the Trustee, that such sums were not incurred in accordance with the Company's "Most Favored Supplier Status," such sums may be offset (an "Offset Prepayment") against an equal portion of any Additional Interest, interest, if any, and the Original Issue Discount accrued through the date of the Offset Notice plus $23,378,423 (collectively, the "Available Offset Amount"). (b) Any Offset Prepayment shall be applied first against interest, if any, second against any accrued Additional Interest, third against the Original Issue Discount, and fourth against the Issue Price; provided, however, such Offset Prepayment shall not exceed the Available Offset Amount. For purposes of determining the Available Offset Amount at any time, the initial $23,378,423 portion of the Available Offset Amount shall be reduced by the amount of any Offset Prepayment previously applied against the Issue Price. (c) Notwithstanding the foregoing, in no event shall any amounts be deducted from the Available Offset Amount and no obligations of the Holder or any of its Affiliates be deemed satisfied in full until the Holder has delivered all Securities to the Trustee for cancellation and re-issuance to reflect the new Principal Amount, accrued Additional Interest, interest, if any, Issue Price and/or the amount of Original Issue Discount accrued as of such re-issuance, as the case may be, as necessary to reflect the result of the application of the Offset Prepayment. In connection with the delivery of all Securities for cancellation and re-issuance pursuant to the preceding sentence, the Holder shall deliver a written consent to amend the Principal Amount pursuant to Section 9.02(1) of the ...