Common use of Payments Generally Administrative Agents Claw Back Clause in Contracts

Payments Generally Administrative Agents Claw Back. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to (a) the Administrative Agent, for the account of the respective Lenders to which such payments are owed, at the Administrative Agent’s Office, or (b) at the direction of the Administrative Agent, directly to the respective Lenders to which such payment are owed, at the applicable Lender’s lending office, in each case, in Dollars and in immediately available funds not later than 1:00 p.m. New York City time on the date(s) specified herein; provided that thirty (30) days prior to the Applicable Scheduled Maturity Date of a Tranche A Loan, the Borrower shall deliver to the Administrative Agent a notice describing the sources of funds to be used to make such payment which sources of funds shall be one or more of the following: (i) cash generated in the ordinary course of business, (ii) proceeds of issuance of Equity Interests or (iii) proceeds of Indebtedness with a maturity date that occurs on or after the latest Applicable Scheduled Maturity Date with respect to the Tranche B Loans; and provided further that such funds payable by the Borrower upon the Applicable Scheduled Maturity Date of a Tranche A Loan shall be deposited with the Administrative Agent not later than 1:00 p.m. New York City time on the date prior to the Applicable Scheduled Maturity Date of such Tranche A Loan, and the Administrative Agent shall (i) hold such funds in escrow pending their distribution to the Lenders and (ii) issue a notice on such Applicable Scheduled Maturity Date to the Lenders of Tranche B Loans stating whether all funds required to discharge the Tranche A Loans have been delivered by the Borrower in accordance with this Agreement, and the deposit of such funds by the Borrower shall conclusively satisfy the Borrower’s obligation to pay such funds to the Agent and the applicable Lenders. The Administrative Agent will (or will direct the Borrower to) promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s lending office. All payments received by the Administrative Agent after 1:00 p.m. New York City time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

Payments Generally Administrative Agents Claw Back. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to (a) the Administrative Agent, for the account of the respective Lenders to which such payments are owed, at the Administrative Agent’s Office, or (b) at the direction of the Administrative Agent, directly to the respective Lenders to which such payment are owed, at the applicable Lender’s lending office, in each case, in Dollars and in immediately available funds not later than 1:00 p.m. New York City time on the date(s) specified herein; provided that thirty (30) days prior to the Applicable Scheduled Maturity Date of a Tranche A Loan, the Borrower shall deliver to the Administrative Agent a notice describing the sources of funds to be used to make such payment which sources of funds shall be one or more of the following: (i) cash generated in the ordinary course of business, (ii) proceeds of issuance of Equity Interests or (iii) proceeds of Indebtedness with a maturity date that occurs on or after the latest Applicable Scheduled Maturity Date with respect to the Tranche B Loans; and provided further that such funds payable by the Borrower upon the Applicable Scheduled Maturity Date of a Tranche A Loan shall be deposited with the Administrative Agent not later than 1:00 p.m. New York City time on the date prior to the Applicable Scheduled Maturity Date of such Tranche A Loan, and the Administrative Agent shall (i) hold such funds in escrow pending their distribution to the Lenders and (ii) issue a notice on such Applicable Scheduled Maturity Date to the Lenders of Tranche B Loans stating whether all funds required to discharge the Tranche A Loans have been delivered by the Borrower in accordance with this Agreement, and the deposit of such funds by the Borrower shall conclusively satisfy the Borrower’s obligation to pay such funds to the Agent and the applicable Lenders. The Administrative Agent will (or will direct the Borrower to) promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s lending office. All payments received by the Administrative Agent after 1:00 p.m. New York City time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.shall‌

Payments Generally Administrative Agents Claw Back. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to (a) the Administrative Agent, for the account of the respective Lenders to which such payments are owed, at the Administrative Agent’s Office, or (b) at the direction of the Administrative Agent, directly to the respective Lenders to which such payment are owed, at the applicable Lender’s lending office, in each case, in Dollars and in immediately available funds not later than 1:00 p.m. New York City time on the date(s) specified herein; provided that thirty (30) days prior to the Applicable Scheduled Maturity Date of a Tranche A Loan, the Borrower shall deliver to the Administrative Agent a notice describing the sources of funds to be used to make such payment which sources of funds shall be one or more of the following: (i) cash generated in the ordinary course of business, (ii) proceeds of issuance of Equity Interests or (iii) proceeds of Indebtedness with a maturity date that occurs on or after the latest Applicable Scheduled Maturity Date with respect to the Tranche B Loans; and provided further that such funds payable by the Borrower upon the Applicable Scheduled Maturity Date of a Tranche A Loan shall be deposited with the Administrative Agent not later than 1:00 p.m. New York City time on the date prior to the Applicable Scheduled Maturity Date of such Tranche A Loan, and the Administrative Agent shall (i) hold such funds in escrow pending their distribution to the Lenders and (ii) issue a notice on such Applicable Scheduled Maturity Date to the Lenders of Tranche B Loans stating whether all funds required to discharge the Tranche A Loans have been delivered by the Borrower in accordance with this Agreement, and the deposit of such funds by the Borrower shall conclusively satisfy the Borrower’s obligation to pay such funds to the Agent and the applicable Lenders. The Administrative Agent will (or will direct the Borrower to) promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s lending office. All payments received by the Administrative Agent after 1:00 p.m. New York City time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.shall