Payments, When Received Clause Samples
The "Payments, When Received" clause establishes that a party's obligation to make payments is contingent upon actually receiving the corresponding funds from a third party. In practice, this means that if a party is required to pass on payments—such as a contractor forwarding client payments to a subcontractor—they are only required to do so once they have received those funds themselves. This clause helps to allocate risk by ensuring that a party is not held liable for payments they have not yet received, thereby protecting them from cash flow issues and potential financial exposure.
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Payments, When Received. Any payment actually received by you before 11:00 a.m., New York time, by federal funds wire transfer on any Business Day, shall be deemed to have been received by you on such day. Any payment actually received by you at or after 11:00 a.m., New York time, by federal funds wire transfer on any Business Day, shall be deemed to have been received on the next following Business Day. All payments received by you on a day other than a Business Day, or in a manner other than by federal funds wire transfer, shall be deemed to have been received by you on the Business Day such amounts actually become available to you prior to 11:00 a.m., New York time.
Payments, When Received. Any payment to be made to the Holders hereunder or under any other Note Documents shall be deemed to have been made on the Business Day such payment actually becomes available at such Holder’s bank prior to the close of business of such bank, provided that interest for one day at the non-default interest rate of the Notes shall be due on the amount of any such payment that actually becomes available to such Holder at such Holder’s bank after 1:00 p.m. (local time of such bank).
Payments, When Received. Any payment to be made to the holders of Notes hereunder or under the Notes shall be deemed to have been made on the
Payments, When Received. Any payment to be made to the holders of Notes hereunder or under the Notes shall be deemed to have been made on the Business Day such payment actually becomes available to such holder at such holder's bank prior to 12:00 noon (local time of such bank).
Payments, When Received. 83 10.7 Entire Agreement.................................................... 83 10.8 Duplicate Originals, Execution in Counterpart....................... 83 ANNEXES AND EXHIBITS Annex 1 - Information as to Noteholders Annex 2 - Information as to Company and Subsidiaries Exhibit A1 - Form of 8.41% Series B Senior Secured Note Due August 1, 2006 Exhibit A2 - Form of 8.34% Series C Senior Secured Note Due August 1, 2003 Exhibit A3 - Form of 9.80% Series D Senior Secured Note Due August 1, 2003 Exhibit A4 - Form of 10.75% Series E Senior Secured Note Due August 1, 2005 Exhibit A5 - Form of 8.52% Series F Senior Secured Note Due August 1, 2006 Exhibit A6 - Form of 9.85% Series G Senior Secured Note Due November 1, 2006 Exhibit A7 - Form of 8.41% Series H Senior Secured Note Due August 1, 2004 Exhibit B - Form of Company Counsel's Closing Opinion Exhibit C - Form of Company Officers' Certificate Exhibit D1 - Form of Company Secretary's Certificate Exhibit D2 - Form of Guarantor Secretary's Certificates Exhibit E - Assumption Agreement SMITHFIELD FOODS, INC. --------------- AMENDED AND RESTATED NOTE PURCHASE AGREEMENT --------------- $9,852,942 8.41% SERIES B SENIOR SECURED NOTES DUE AUGUST 1, 2006 $40,000,000 8.34% SERIES C SENIOR SECURED NOTES DUE AUGUST 1, 2003 $9,000,000 9.80% SERIES D SENIOR SECURED NOTES DUE AUGUST 1, 2003 $9,250,000 10.75% SERIES E SENIOR SECURED NOTES DUE AUGUST 1, 2005 $100,000,000 8.52% SERIES F SENIOR SECURED NOTES DUE AUGUST 1, 2006 $14,000,000 9.85% SERIES G SENIOR SECURED NOTES DUE NOVEMBER 1, 2006 $14,779,412 8.41% SERIES H SENIOR SECURED NOTES DUE AUGUST 1, 2004 Dated as of October 31, 1999 [SEPARATELY ADDRESSED TO EACH OF THE NOTEHOLDERS LISTED ON ANNEX 1] Ladies and Gentlemen: SMITHFIELD FOODS, INC., a Virginia corporation (together with its successors and assigns, the "COMPANY"), hereby agrees with you as follows:
Payments, When Received. 84 12.8 Duplicate Originals, Execution in Counterpart................................................. 84 TABLE OF CONTENTS (CONT.) Annex 1 -- Information as to Purchasers Annex 2 -- Payment Instructions at Closing Annex 3 -- Information as to Company and Subsidiaries Exhibit A -- Form of Subordinated Note Exhibit B1 -- Form of Company Counsel's Closing Opinion Exhibit B2 -- Form of Special Counsel's Closing Opinion Exhibit C1 -- Form of Company Officer's Certificate Exhibit C2 -- Form of Subsidiary Officer's Certificate Exhibit D1 -- Form of Company Secretary's Certificate Exhibit D2 -- Form of Subsidiary Secretary's Certificate Exhibit E -- Form of Subsidiary Subordinated Guarantee Agreement Exhibit F -- Form of Warrant Agreement Exhibit G -- Form of Shareholders' Agreement THE HAWK GROUP OF COMPANIES, INC. 200 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ FORM OF SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT --------------------------------------------------- $30,000,000 12% SENIOR SUBORDINATED NOTES DUE JUNE 30, 2005 316,970 WARRANTS TO ACQUIRE CLASS B COMMON STOCK Dated as of June 30, 1995 [NAME AND ADDRESS OF PURCHASER] Ladies and Gentlemen: THE HAWK GROUP OF COMPANIES, INC. (together with its successors and assigns, the "COMPANY"), a Delaware corporation, hereby agrees with you as follows: