Payment and Discharge of Obligations Sample Clauses

Payment and Discharge of Obligations. It is agreed and understood between the Parties that in consideration of the relative benefits obtained from expenditures by Neuro Bioscience of Utah and CLL Pharma SA during the period from 31st March, 2003 through the Closing pursuant to this Rescission Agreement (the "Unwind Period"), that both parties shall be responsible for their own debts incurred from 31st March 2003, through the Unwind Period, except in relation to any agreement mutually agreed by the parties. The debts and obligations to be assumed and discharged by CLL Pharma SA include, without limitation, all debts and obligations arising out of or any way related to the acquisition of the CLL Pharma SA pursuant to The Exchange Agreement, and any governmental filings including, but not limited to, current filings with the Securities and Exchange Commission ("SEC"), the United States Internal Revenue Service, and the States of Delaware and Utah. Notwithstanding the foregoing, Neuro Bioscience of Utah agrees to pay all its legal fees and accounting fees incurred during the Unwind Period, including costs of this Rescission Agreement and all legal, accounting and related costs for the SEC and related filing requirements under this Agreement.
Sample 1
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Payment and Discharge of Obligations. All the Outstanding Obligations of one or more series shall be deemed to have been paid and discharged within the meaning of this Trust Agreement, including without limitation, Section 8.01 hereof if either (i) the Trustee as paying agent and any Paying Agents shall hold, in the Debt Service Payment Account in trust for and irrevocably committed thereto, sufficient moneys or (ii) the Trustee shall hold, in the Debt Service Fund in trust for and irrevocably committed thereto, investments qualifying as Government Bonds as of the date of the determination required in this Section 8.02 which are, in either case, certified by an independent public accounting firm of national reputation to be of such maturities and interest payment dates and to bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom (likewise to be held in trust and committed, except as hereinafter provided), be sufficient together with moneys referred to in clause (i) above, for the payment, at their maturity, redemption or due date, as the case may be, of all Debt Service Charges on those Obligations to their maturity, redemption or due date, as the case may be, or if Event of Default in such payment shall have occurred on such date then to the date of the tender of such payment; provided that if any of such Obligations are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given or irrevocable provisions satisfactory to the Trustee shall have been duly made for the giving of such notice; provided that if the Obligations are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice. Any moneys held by the Trustee in accordance with the provisions of this Section may be invested by the Trustee at the direction of the University in investments qualifying as Government Bonds as of the date of purchase, the maturities or redemption dates of which shall coincide as nearly as practicable with, but not later than the time or times at which said moneys will be required for the aforesaid purposes. Any income or interest earned by, or increment to, the investments held under this Section shall, to the extent determined from time to time by the Trustee to be in excess of the amount required to be held by it for the purposes of t...
Sample 1

Related to Payment and Discharge of Obligations

  • Payment, Performance and Discharge of Obligations The Seller will pay, perform and discharge all of its obligations and liabilities, including, without limitation, all Taxes, assessments and governmental charges upon its income and properties, when due, unless and only to the extent that such obligations, liabilities, Taxes, assessments and governmental charges shall be contested in good faith and by appropriate proceedings and that, to the extent required by GAAP, proper and adequate book reserves relating thereto are established by the Seller and then only to the extent that a bond is filed in cases where the filing of a bond is necessary to avoid the creation of a Lien against any of its properties.

  • Satisfaction and Discharge of Indenture Unclaimed Moneys Section 9.01. Satisfaction and Discharge of Indenture........................42 Section 9.02. Application by Trustee of Funds Deposited for Payment of Securities..................................................46 Section 9.03. Repayment of Moneys Held by Paying Agent.......................46 Section 9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years........................................46

  • Satisfaction and Discharge of Indenture This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

  • Satisfaction and Discharge of Indenture; Defeasance (a) If at any time the Company shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee as trust funds the entire amount in cash sufficient to pay at final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series.

  • Satisfaction and Discharge This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

  • Defeasance and Discharge of Indenture The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied:

  • Satisfaction and Discharge Defeasance 31 Section 8.1. Satisfaction and Discharge of Indenture..................................... 31 Section 8.2. Application of Trust Funds; Indemnification................................. 32 Section 8.3. Legal Defeasance of Securities of any Series................................ 32 Section 8.4. Covenant Defeasance......................................................... 34 Section 8.5. Repayment to Company........................................................ 35 ARTICLE IX.

  • Discharge of Obligations If at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive.

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