Payment Priority. The Credit Union may determine in its sole discretion the order of priority of payments from any Account.
Payment Priority. If the Borrower is not able to pay to FirstMark III L.P. (“FirstMark Fund”), FirstMark III Offshore Partners, L.P. (“FirstMark Offshore” and, together with FirstMark Fund, “FirstMark”), Constellation Venture Capital II, L.P. (“Constellation Ventures”), Constellation Venture Capital Offshore II, L.P. (“Constellation Offshore”), The BSC Employee Fund VI, L.P. (“BSC”) and CVC II Partners, LLC (“CVC” and, together with Constellation Ventures, Constellation Offshore and BSC, “Constellation”) the full amounts due under the Subordinated Promissory Notes held by FirstMark (the “FirstMark Notes”) and the Subordinated Promissory Notes held by Constellation (the “Constellation Notes”) at any time, either upon the occurrence of an Event of Default or on the Maturity Date, payment shall be made first to FirstMark until the FirstMark Notes have been paid in full and then to Constellation with respect to the Constellation Notes.
Payment Priority. The right of each Lender to receive any payments or prepayments under or in respect of the Agreement, any Loan Document, or any Collateral shall be pari passu with the payment rights of all other Lenders acting in their capacity as a Lender pursuant to this Agreement, provided that payments of principal and interest will be allocated to each Lender in accordance with its Percentage Share of such payment or prepayment.
Payment Priority. If there is one or more short-term facilities granted under Section 6.1.3 outstanding at the time of the Company’s liquidation or sale of all or substantially all of its assets, subject to the Company having sufficient funds following such payments to settle all outstanding creditors, the outstanding short-term facilities (including interest accrued thereunder) will be repaid in full prior to the payment of any of the Company’s other outstanding obligations unless otherwise determined by the Board or under any agreement with a Third Party approved by the Board. Where sufficient funds would not be available to settle all outstanding creditors, the Shareholders will be repaid in accordance with Applicable Laws. The Shareholders agree and acknowledge that, as of the Execution Date, the Shareholders anticipate the need to make short-term facilities available to the Company pursuant to this Section 6.1.4.
Payment Priority. A. If the amount of any Loss which is otherwise due and owing by the Insurer exceeds the then-remaining Limit of Liability applicable to the Loss, the Insurer shall pay the Loss (subject to such Limit of Liability) in the following priority:
Payment Priority. The Borrowers, the Agent and the Banks all agree that obligations of the Borrowers with respect to the Tranche A Loans and the Tranche B Loans (hereinafter in this Section 2.21, the "Existing Loans") shall be subordinate and subject in right of payment to the prior payment in full of all obligations of the Borrowers 18 to the Overadvance Banks under the Overadvance Loans made pursuant to this Agreement, including, without limitation, all obligations of the Borrowers under the Overadvance Loans in respect of interest accruing before or after the commencement of any bankruptcy, insolvency, or similar proceedings with respect to any of the Borrowers, Each Bank, including those Banks that are not Overadvance Banks (hereinafter in this Section 2.21, an "NonOveradvance Bank") hereby expressly agrees that, except as and to the extent hereinafter provided, such Bank will not ask, demand, sue xxx, take or receive from the Borrowers or from any guarantor or surety of the Existing Loans or any portion thereof, by set-off or, or from the Collateral, or in any other manner, payment of, (and the Borrowers hereby agree that, except as, and to the extent hereinafter provided, they will not pay) the whole or any part of the Existing Loans, or any security therefor, unless or until all of the Overadvance Loans shall have been fully paid.
Payment Priority. If the Borrower is not able to pay the full amounts due under the 7,000,000 Notes at any time, either upon the occurrence of an Event of Default or on the Maturity Date, payment shall be made first to the Holder and FirstMark III, L.P. until the FirstMark Notes have been paid in full and then to Constellation with respect to the Constellation Notes.
Payment Priority. All payments of Net Merger Consideration (whether payments of Initial Merger Consideration, distributions to the Unitholders of any portion of the Indemnification Escrow Amount, distributions to the Unitholders of any portion of Expense Escrow Amount or payment of the Earnout Consideration, or payments of the Blocker Net Merger Consideration on account of the sale of their Blocker Interests under the Blocker Purchase Agreements) shall be made in the following priority, consistent with the terms of the Operating Agreement as in effect immediately prior to the Effective Time:
Payment Priority. All Client Net Tuition and Fees Revenue of Client in any Contract Period will be allocated and/or paid as follows:
Payment Priority. (x) Xx, or where indicated below promptly after, the Closing, the Initial Purchase Price shall be paid in the following manner: (i) Buyer shall deliver the Indemnity Deposit Amount to the Escrow Agent pursuant to the terms of the Escrow Agreement in accordance with Section 2.4(a), (ii) unless the purchase of the Houston Interests is consummated at or prior to Closing, Buyer shall deliver the Houston Deposit Amount to the Escrow Agent pursuant to the terms of the Escrow Agreement in accordance with Section 2.4(b), (iii) Buyer shall deliver the Contingency Deposit Amount to the Escrow Agent pursuant to the terms of the Escrow Agreement in accordance with Section 2.4(c), (iv) Buyer shall deliver the Execution Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with Section 2.4(d), (v) Buyer shall deliver the Grigsby Escrow Amount to the Escrow Agent pursuant to the terms of txx Xxxxow Agreement in accordance with Section 2.4(e), (vi) Buyer shall pay, at or promptly after the Closing, to the Persons specified on Schedule A on behalf of ProTrader LP out of the Cash Consideration an amount equal to the aggregate Sellers' Expenses less an amount equal to the product of (x) the aggregate Sellers' Expenses multiplied by (y) 8.75377%, (vii) Buyer shall, as promptly as practical after the Closing, pay on behalf of ProTrader LP out of the Cash Consideration an amount equal to (x) a portion of the Section 8.1(b) Payments equal to $1,370,652 plus $ 2,262,861 (which equals the aggregate amounts indicated in the column "Vested Obligation" on Schedule 8.1 with respect to the holders of vested Options) to the Persons whose EINs are set forth on Schedule 8.1 plus the Trader Appreciation Program Amount to the Persons to whom such amounts are to be paid plus the Management Appreciation Program Amount to the Persons to whom such amounts are to be paid less (y) an amount equal to the sum of the amounts listed above in Section 2.3(a)(vii)(x) multiplied by 8.75377% and (viii) Buyer shall deposit out of the Cash Consideration an amount equal to $3,727,838.00 in cash or immediately available funds into the Sellers' Reimbursement Account, in accordance with the wire transfer instructions previously provided to Buyer. The Trader Appreciation Program Amount shall be paid to such Persons, in such amounts, and subject to such terms and conditions as set by McEntire in his reasonable discretion. Buyer shall endeavor in good xxxxx xx obtain releases, in a form reasona...
