Payment of Certain Amounts. Whenever pursuant to this Debenture the Company is required to pay an amount in excess of the Principal Amount plus accrued and unpaid interest, the Company and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Debenture may be difficult to determine and the amount to be so paid by the Company represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Debenture and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Debenture at a price in excess of that price paid for such shares pursuant to this Debenture. The Company and the Holder hereby agree that such amount of stipulated damages is not disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Debenture into shares of Common Stock.
Payment of Certain Amounts. Company shall have paid
Payment of Certain Amounts. (a) Any and all payments by the Company hereunder or under the Series A Preferred Shares to Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Series A Preferred Shares (i) the holders of the Series A Preferred Shares subject to such Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or any portion of the Series A Preferred Shares to a qualified assignee to the extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this Section 3.6) Purchaser receives an amount equal to the sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee's continued exemption from Taxes under applicable law.
Payment of Certain Amounts. Payment of all fees, costs, and expenses specified in Section 6 of this Agreement (including the actual or estimated fees, costs, and expenses of counsel to the Agent) incurred in connection with the preparation, negotiation, and execution of this Agreement and the other documents contemplated hereby;
Payment of Certain Amounts. (a) If this Agreement is terminated by Liberty pursuant to Section 7.1(b)(i), (ii), (iii), (iv) or (v) and the Seller Parties or their Controlled Affiliates or OpenTV or its Subsidiaries enter into any agreement with respect to, or consummate, an Alternate Transaction or an Extraordinary Transaction prior to or within 18 months of the date of such termination or the Seller Parties or any of their Affiliates tender any of the Subject Shares in any tender offer, exchange offer or similar transaction commencing prior to or within 18 months after the date of termination, then the Seller Parties shall, jointly and severally, without limitation of the Purchasers' rights at law or in equity (subject to Section 7.2), pay to the Purchasers no later than the date of the consummation of such Alternate Transaction or Extraordinary Transaction or the date of acceptance of shares for purchase or exchange in such tender offer, exchange offer or similar transaction an aggregate amount in cash (payable in immediately available funds) equal to the product of (x) (1) the highest per share purchase price (in US dollars) to be received by the Seller Parties or their Affiliates in such other transaction (including the fair market value of any noncash consideration delivered to the Seller Parties or their Affiliates in such transaction) less (2) the Per Share Price, multiplied by (y) the number of Subject Shares that were to have been purchased by the Purchasers pursuant to this Agreement (in each case, appropriately adjusted to reflect the effect of any stock splits, stock dividends or similar events affecting the OpenTV A Ordinary Shares or the OpenTV B Ordinary Shares occurring prior to the consummation of the Alternate Transaction or Extraordinary Transaction).
Payment of Certain Amounts. . . 7 SECTION 2.5 [Intentionally omitted.] . . . . . . . . 7 SECTION 2.6 Closing; Closing Date . . . . . . . . . . 7 SECTION 2.7 Deliveries at the Closing . . . . . . . . 7 SECTION 2.8 Waiver of Rights of First Refusal . . . . 7
Payment of Certain Amounts. Sellers will pay, -------------------------- and bear sole liability for, the following costs, expenses, amounts and claims: (a) all Taxes, fees and charges payable in respect of or as a result of the sale and transfer of the Interests to Buyer pursuant to this Agreement; (b) all Seller Transaction Expenses in excess of $10,000 in the aggregate, and the amounts described in Section 5.7 and (c) all amounts owing to employees (other than claims for earned commissions) and other Persons arising out of events or circumstances occurring prior to or as a result of the Closing. Upon receipt of evidence reasonably satisfactory to Buyer of liability therefor on payment thereof, Buyer will reimburse Sellers, pay, or bear liability for, as the case may be, all Seller Transaction Expenses in an amount not to exceed $10,000 in the aggregate.
Payment of Certain Amounts. At the Closing, Parent shall pay, or cause to be paid by the Company, the Sale Bonus Amount, the Transaction Expense Amount, the Bridge Loan Principal and the Bridge Loan Fees (in each case in accordance with the Aggregate Consideration Spreadsheet) by wire transfer of immediately available funds to the account(s) designated by the recipients thereof upon receipt of an executed release or pay-off letter, as applicable, by each such recipient.
Payment of Certain Amounts. Subject to the provisions of Article 38 and Article 44 hereof, the Beneficiary will cause to be duly paid the principal of, and interest on, the Notes and all other amounts due under the Notes at the places, at the respective times and in the manner provided in the Notes. The Beneficiary also will cause to be duly paid all other charges, fees or other amounts which become due under this Mortgage or the other Security Documents.
Payment of Certain Amounts. 44 Section 6.12
