The Obligation. After each Computation Period and on or before the Quarterly Payment Date for that Computation Period, Assignor shall tender to Assignee the Assignee Proceeds for the applicable Computation Period, plus, to the extent applicable, (i) all of the proceeds to be paid to Assignee from the sale of Assignee Minerals produced during any prior Computation Periods, to the extent not previously paid to Assignee for such prior Computation Periods, (ii) any damages payable to Assignee under Section 1.04(b) (subject to the right of set-off in Section 1.04(c)) during the most recently completed Computation Period, and (iii) any amounts (including any interest earned thereon) that were previously deposited with a Third Person escrow agent in accordance with Section 5.01(d) and subsequently determined by Assignor to be validly owing to Assignee. All such amounts shall be transmitted to Assignee by Assignor by means of wire transfer of funds to a bank account specified by Assignee pursuant to written instructions which shall remain in effect until and unless changed by subsequent written notice to Assignor. For purposes of determining the amount of Assignee Proceeds for any Computation Period, if, when calculating Assignee Minerals for any Computation Period, Assignor is unable to determine the precise volume of Minerals produced, sold and attributable to Assignor’s Net Share of Minerals, then Assignor shall, in good faith and in accordance with the Reasonably Prudent Operator Standard, estimate the volume of such Minerals produced, sold and attributable to Assignor’s Net Share of Minerals. Assignor shall adjust the calculation of Assignee Proceeds upward or downward, as the case may be, in the next or subsequent Computation Periods to reflect the difference between the estimated volume of Minerals established pursuant to this Section 5.01(a) and the actual volume of Minerals produced, sold and attributable to Assignor’s Net Share of Minerals in the Computation Period for which such estimate was made.
The Obligation. Notwithstanding anything to the contrary contained herein, if the Manager finds an acquirer for all or any portion of its interest in the Company (whether such acquisition is by way of purchase of assets, Common Units or successor Equity SECURITIES, merger, recapitalization or other form of transaction, and including, without limitation, a roll-up transaction that is for the purpose of a reorganization among the Company and its Affiliates), then, at the request of the Manager, Merchandiser shall sell or otherwise transfer a corresponding portion of any Common Units (or successor Equity Securities) then held by Merchandiser to such acquirer on the same terms and conditions as apply to the sale or other transfer by the Manager. Merchandiser to such acquirer on the same terms and conditions as apply to the sale or other transfer by the Manager. Merchandiser further agrees timely to take such other actions as the Manager may reasonably request in connection with the approval of the consummation of such sale or other transfer, including, without limitation, voting in favor of such sale or other transfer and waiving any dissenters' rights, executing such agreements, powers of attorney, voting proxies or other documents and instruments as may. be necessary or desirable to consummate such sale or other transfer, and, in the event that such sale or other transfer is structured as a recapitalization, transferring and retaining such portion of Common Units (or successor Equity Securities) and rights under this Warrant as may be requested by the Manager.
The Obligation. So long as Paradise is not in default of the terms hereof: (a) the amount of the Obligation will be reduced to $300,000.00 and it shall become due and payable April 15, 2005 (the "Due Date"); (b) the Obligation will bear interest at the rate of 18% per annum from and after the earlier of (i) the Due Date and (ii) the date on which PCC accelerates payment of the Obligation pursuant to the provisions hereof (clause (b)(i) and (b)(ii) hereof collectively, the "Maturity Date"); and (c) interest will be payable monthly in advance.
The Obligation. Employee and the Company have entered into one or all of the following agreements: i) Confidentiality and Noncompetition Agreement, ii) Management-Employee Agreement, iii) Sales-Employee Agreement or iv) Data Security Agreement (the “Obligation”). Any shares of Common Stock of the Company acquired by Employee pursuant to the Option shall become Restricted Stock within the meaning thereof and shall be forfeited to the Company, in full, if Employee violates the terms of the Obligation.