Payment of Applicable Premium Sample Clauses

Payment of Applicable Premium. The Borrower acknowledges and agrees that if payment of the Obligations are accelerated or the Advances and other Obligations otherwise become due prior to the Maturity Date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Applicable Premium with respect to an optional or mandatory repayment or prepayment of the Advances will also be due and payable as though the Advances were prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. The Applicable Premium payable above shall be presumed to be the liquidated damages sustained by each holder as the result of the early redemption and the Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Premium shall also be payable in the event the Advances are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between holders and the Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Applicable Premium to Lenders as herein described is a material inducement to Lenders to provide the Advances.
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Payment of Applicable Premium. With respect to each repayment or prepayment of Advances under Sections 2.04(a) and 2.04(b)(ii), and if applicable, upon any acceleration of any of the Obligations pursuant to Sections 7.02 (whether or not such acceleration is upon demand or automatic, as a result of any event of default or a voluntary or involuntary bankruptcy or insolvency proceeding, or for any other reason), in the event the obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means, or assignment of Advances of any Lender under Section 2.14, whether voluntary or mandatory, the Borrower shall be required to pay to the Administrative Agent for the ratable benefit of the Lenders with respect to each such Lender’s Pro Rata Share of the amount of the Advances repaid, prepaid or assigned, in each case, concurrently with such repayment, prepayment or assignment the following amount (the “Applicable Premium”):
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Payment of Applicable Premium. With respect to each repayment or prepayment of Loans under Sections 5.3.1, 5.3.2 and 5.4.3, if applicable, any acceleration of the Loans and other Obligations pursuant to Section 12.2 or assignment of the Loans of any Lender under Section 14.4(a), whether voluntary or mandatory, the Borrower shall be required to pay with respect to the amount of the Loans repaid, prepaid or assigned, in each case, concurrently with such repayment, prepayment or assignment the following amount (the “Applicable Premium”):
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Payment of Applicable Premium. With respect to each repayment or prepayment of Advances under Sections 2.04(a) [Optional Prepayments] and 2.04(b)(ii) [Mandatory Offers to Prepay Loans], and if applicable, upon any acceleration of any of the Obligations pursuant to Sections 7.02 [Remedies upon Default] (whether or not such acceleration is upon demand or automatic, as a result of any event of default or a voluntary or involuntary bankruptcy or insolvency proceeding, or for any other reason), in the event the obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means, or assignment of Advances of any Lender under Section 2.14 [Mitigation Obligations; Replacement of Lenders], whether voluntary or mandatory, the Borrower shall be required to pay to the Administrative Agent for the ratable benefit of the Lenders with respect to each such Lender’s Pro Rata Share of the amount of the Advances repaid, prepaid or assigned, in each case, concurrently with such repayment, prepayment or assignment the following amount (the “Applicable Premium”):
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Payment of Applicable Premium of the Second Lien Credit Agreement, (iii) the amendments to the definition of “Net Cash Proceeds” and to Section 2.04(b) (Mandatory Offers to Prepay Loans) of the Second Lien Credit Agreement and the amendments to the defined terms used in such Section 2.04(b) (including component definitions thereof), (iv) the addition of amortization payments set forth in Section 2.06(a) (Repayment of Advances) of the Second Lien Credit Agreement, (v) the addition of Section 5.17 (Hedging Obligations) of the Second Lien Credit Agreement, and (vi) the amendments and additions to Article VI (Negative Covenants) of the Second Lien Credit Agreement which may be more restrictive than the Credit Agreement. The Lenders party hereto hereby direct the Administrative Agent to execute and deliver Intercreditor Amendment. The consent of the Lenders provided herein is strictly limited to the extent provided above and as expressly provided above. Other than as expressly provided above, nothing contained herein shall be construed to be a waiver of, or a consent to a departure from, the terms of Section 6.27 of the Credit Agreement, Section 7.01(b) of the Intercreditor Agreement, as amended by the Intercreditor Amendment, Section 10.05 of the Intercreditor Agreement, or any other provision in the Loan Documents (including Section 2.05(c) of the Credit Agreement and Section 6.21 of the Credit Agreement).
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Payment of Applicable Premium. 8.4.1 If the Loan is accelerated or otherwise becomes due prior to the Maturity Date in each case as a result of an Event of Default, then the amount that shall then be due and payable on the Premium Effective Date (as defined below) shall be equal to:
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Payment of Applicable Premium. In connection with any redemption of Notes pursuant Sections 3.6(b), 3.7(a), 3.7(b), 3.8 or the repayment of the Notes following any acceleration pursuant to Section 6.2, the Company shall be required to pay with respect to the amount of the Notes redeemed or repaid, concurrently with such redemption or repayment, the following amount (the “Applicable Premium”):
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Payment of Applicable Premium. (a) Whether voluntary or mandatory, and with respect to each repayment or prepayment of Loans under Section 2.06 or 2.07 or any acceleration of the Loans and other Obligations pursuant to Article VIII (including for the avoidance of doubt, as a result of clauses (g), (h) or (i) of Article VIII), the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, with respect to the amount of the Loans repaid, prepaid or accelerated, in each case, concurrently with such repayment or prepayment the following amount (the “Applicable Premium”):
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Related to Payment of Applicable Premium

  • Payment of Notes 45 Section 4.02 Maintenance of Office or Agency................................................................ 45 Section 4.03 Reports........................................................................................ 45 Section 4.04

  • Payment of Premium Unless otherwise agreed in writing by the Parties, the Buyer shall be obligated to pay the Premium related to an Option no later than its Premium Payment Date.

  • Payment of Additional Amounts (a) The Issuer and the Guarantor shall pay, in respect of any payment of principal of, and any premium and interest on the Notes, to a registered holder or beneficial owner thereof that, in the case of payment by the Issuer, is not a resident of the jurisdiction of incorporation or residence for tax purposes of the Issuer or any successor entity, or any political subdivision or taxing authority thereof or therein (the “Issuer Jurisdiction”), or in the case of payment by the Guarantor, is not a resident of the jurisdiction of incorporation or residence for tax purposes of the Guarantor or any successor entity, or any political subdivision or taxing authority thereof or therein (the “Guarantor Jurisdiction”, and together with the Issuer Jurisdiction, the “Relevant Jurisdictions”) for purposes of taxation, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by such registered holder or beneficial owner of a Note, after deduction or withholding for any and all present and future tax, levy, impost or other governmental charge whatsoever imposed, assessed, levied or collected by or for the account of the United States, the United Kingdom or any political subdivision thereof or any authority thereof having the power to tax, or any other Relevant Jurisdiction (“Taxes”) will not be less than the amount such holder would have received if such Taxes had not been withheld or deducted; provided, however, that neither the Issuer nor the Guarantor shall be required to pay any Additional Amounts for or on account of:

  • Payment of Note Punctually pay or cause to be paid the principal of, interest on and all other amounts payable hereunder and under the Note in accordance with the terms thereof.

  • Protection of Right, Title and Interest to Receivables (a) The Seller, at its expense, shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the Seller to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The Seller shall deliver to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection.

  • Payment of Prepayment Price Upon the Makers’ receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder or the Other Holders, the Makers shall notify the Holder or such Other Holders, as the case may be, by facsimile of the Makers’ receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction within two (2) business days of the Makers’ receipt of the same and the Holder and each Other Holder which has sent such a notice shall promptly thereafter submit to the Makers this Note (or certificates representing a portion of this Note if the Holder elects not to have all of the outstanding principal and accrued Interest hereunder prepaid) or the Other Notes (or certificates representing a portion of the Other Notes if the Other Holders elect not to have all of the outstanding principal and accrued Interest thereunder prepaid) which the Holder or Other Holders, as the case may be, have elected to have prepaid. The Makers shall deliver the applicable Triggering Event Prepayment Price to the Holder, within five (5) business days after the Makers’ receipt of this Note or the certificates related thereto, as the case may be, and, in the case of a prepayment pursuant to Section 3.7(h), the Makers shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that the Holder’s original Note or the Other Holders’ original Other Notes, or the certificates related thereto, shall have been so delivered to the Makers; provided further that if the Makers are unable to prepay all of the Notes to be prepaid, the Makers shall prepay an amount to the Holder and each Other Holder of this Note and the Other Notes being prepaid equal to such holder’s pro-rata amount of all Notes being prepaid. If the Makers shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the Default Rate until paid in full. Until the Makers pay such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Makers to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.7 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Makers via facsimile (the “Void Optional Prepayment Notice”). Upon the Makers’ receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void ab initio with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Makers shall immediately return any such Notes submitted to the Makers by each holder for prepayment under this Section 3.7(j) and for which the applicable Prepayment Price has not been paid and (iii) [Intentionally omitted].

  • Payment of Amounts The Death Benefit payable on the death of the Owner, or after the death of the first Owner, or upon the death of the spouse who continues the Contract, will be distributed to the designated Beneficiary(s) as follows:

  • Final Payment The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares;

  • Acceleration of Payment of Notes If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated Senior Debt of the Company (or their Representatives) of the acceleration.

  • Amount and Payment of Special Interest Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided, however, that in no event will Special Interest, together with any Additional Interest, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any Additional Interest that accrues on such Note.

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