Payment Priority Clause Samples

Payment Priority. The right of each Lender to receive any payments or prepayments under or in respect of the Agreement, any Loan Document, or any Collateral shall be pari passu with the payment rights of all other Lenders acting in their capacity as a Lender pursuant to this Agreement, provided that payments of principal and interest will be allocated to each Lender in accordance with its Percentage Share of such payment or prepayment.

Payment Priority. The Credit Union may determine in its sole discretion the order of priority of payments from any Account.

Payment Priority. Each Guarantor agrees, and the Secured Parties by their acceptance of the Secured Debt Documents (whether upon the “closing date” thereof or upon transfer or assignment) likewise covenant and agree, notwithstanding anything to the contrary contained in any of the Secured Debt Documents, and whether or not any Insolvency or Liquidation Proceeding shall have been commenced by or against the Issuer, any Guarantor or any other Obligor, that, until the Discharge of Superpriority Secured Obligations, (a) the payment of, or in respect of, any and all of the Secured Obligations from any such Guarantor shall be made in accordance with the Applicable Waterfall and (b) any Collateral or proceeds thereof received by any Secured Party (i) shall be delivered to the Applicable Collateral Representative to be held as Collateral for, or applied to, the Secured Obligations in accordance with this Agreement and (ii) in connection with the exercise of any right or remedy (including the right of setoff) relating to the Collateral or otherwise in violation of this Agreement, shall be segregated and held in trust and shall be paid over to a Collateral Agent for the benefit of the Secured Parties in accordance with the provisions of this Agreement in the same form as received; provided, that the foregoing shall not apply to (a) any proceeds received by any Secured Party as a result of any voluntary or involuntary bankruptcy case or proceeding of the Parent Guarantor or any of its Subsidiaries (i) that are not proceeds of Collateral, or (ii) that constitute Plan Distributions, (b) any Interest Protection Payments and (c) at any time prior to a Remedies Direction, any amounts that the Obligors pay in respect of amounts due and payable under the AerCap Secured Obligations other than through the Payment Waterfalls. Without limiting the generality of the foregoing, each Obligor and the Secured Parties further covenant and agree that except as otherwise expressly set forth in Article 6 (including Section 6.03), any payment that is received by a Secured Party in contravention of the foregoing shall be held in trust for the Secured Parties and promptly paid or delivered (with any necessary endorsement) directly to the applicable Collateral Agent for application in accordance with the Applicable Waterfall. Each Superpriority Secured Party, whether such Superpriority Secured Obligations are now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acqui...

Payment Priority. If there is one or more short-term facilities granted under Section 6.1.3 outstanding at the time of the Company’s liquidation or sale of all or substantially all of its assets, subject to the Company having sufficient funds following such payments to settle all outstanding creditors, the outstanding short-term facilities (including interest accrued thereunder) will be repaid in full prior to the payment of any of the Company’s other outstanding obligations unless otherwise determined by the Board or under any agreement with a Third Party approved by the Board. Where sufficient funds would not be available to settle all outstanding creditors, the Shareholders will be repaid in accordance with Applicable Laws. The Shareholders agree and acknowledge that, as of the Execution Date, the Shareholders anticipate the need to make short-term facilities available to the Company pursuant to this Section 6.1.4.

Payment Priority. Notwithstanding any other provision to the contrary, any payment received by the Trustee, whether or not specifically designated as payment of the Assessment or an Assessment Installment, shall first be applied to any property tax, or other non-C-PACER assessment collected by the Trustee, that is due and owing for the Property at the time of the receipt of such payment before any funds are remitted to the Capital Provider; provided, however, that in consideration of a proceeding in which the ad valorem assessment of the Property is being challenged, the Property Owner shall be permitted to designate a payment or portion thereof as an amount being paid under protest as permitted under applicable law.

Payment Priority. The Borrowers, the Agent and the Banks all agree that obligations of the Borrowers with respect to the Tranche A Loans and the Tranche B Loans (hereinafter in this Section 2.21, the "Existing Loans") shall be subordinate and subject in right of payment to the prior payment in full of all obligations of the Borrowers 18 to the Overadvance Banks under the Overadvance Loans made pursuant to this Agreement, including, without limitation, all obligations of the Borrowers under the Overadvance Loans in respect of interest accruing before or after the commencement of any bankruptcy, insolvency, or similar proceedings with respect to any of the Borrowers, Each Bank, including those Banks that are not Overadvance Banks (hereinafter in this Section 2.21, an "NonOveradvance Bank") hereby expressly agrees that, except as and to the extent hereinafter provided, such Bank will not ask, demand, sue ▇▇▇, take or receive from the Borrowers or from any guarantor or surety of the Existing Loans or any portion thereof, by set-off or, or from the Collateral, or in any other manner, payment of, (and the Borrowers hereby agree that, except as, and to the extent hereinafter provided, they will not pay) the whole or any part of the Existing Loans, or any security therefor, unless or until all of the Overadvance Loans shall have been fully paid.

Payment Priority. All payments of Net Merger Consideration (whether payments of Initial Merger Consideration, distributions to the Unitholders of any portion of the Indemnification Escrow Amount, distributions to the Unitholders of any portion of Expense Escrow Amount or payment of the Earnout Consideration) shall be made in the following priority, consistent with the terms of the Operating Agreement as in effect immediately prior to the Effective Time: (i) First, such payments shall be made to the Preferred Unitholders, pro rata based on the Allocable Percentage of each Preferred Unitholder, until the Preferred Merger Payments equal the Preferred Units Preference Amount; and (ii) Second, payments in respect of Net Merger Consideration in excess of the Preferred Units Preference Amount, if any, shall be made to the Common Unitholders and the Cashout UAR Holders (if applicable) pro rata based on the Allocable Percentage of each Common Unitholder and each Cashout UAR Holder (if applicable).

Payment Priority. If the Borrower is not able to pay the full amounts due under the 7,000,000 Notes at any time, either upon the occurrence of an Event of Default or on the Maturity Date, payment shall be made first to the Holder and FirstMark III Offshore Partners, L.P. until the FirstMark Notes have been paid in full and then to Constellation with respect to the Constellation Notes.

Payment Priority. All Client Net Tuition and Fees Revenue of Client in any Fiscal Year will be allocated and/or paid as follows: 5.1.1 First, to pay the Priority Cost Amount to Client; and 5.1.2 Second, to pay the Services Fees to Provider as set forth in Section 5.2 below. The net amount of Client Net Tuition and Fees Revenue remaining after allocation to or payment of the foregoing amounts is referred to herein as the “Residual Amount”. The Residual Amount may be used or distributed by Client in any manner determined by Client, in its sole discretion.