No Payment in Certain Circumstances Sample Clauses
The "No Payment in Certain Circumstances" clause defines specific situations in which a party is not obligated to make payments that would otherwise be due under the contract. Typically, this clause applies if certain conditions are not met, such as the failure to deliver goods, services not being performed to a required standard, or if there is a breach of contract by the payee. Its core practical function is to protect the paying party from having to fulfill payment obligations when the other party has not met their contractual responsibilities, thereby allocating risk and ensuring fairness in the contractual relationship.
No Payment in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any prov...
No Payment in Certain Circumstances. (a) No payment ------------------------------------ shall be made with respect to the principal of, or premium, if any, or interest on the Notes (including, but not limited to, the Purchase Price with respect to Notes submitted for repurchase in accordance with Article Eight hereof), if:
(i) a default in the payment of principal, premium, if any, or interest (including a default under any repurchase or redemption obligation) or other amounts with respect to any Senior Indebtedness occurs and is continuing unless and until such default shall have been cured or waived or shall have ceased to exist; or
(ii) a default, other than a payment default, on any Senior Indebtedness occurs and is continuing that then permits holders of such Senior Indebtedness to accelerate (with notice, lapse of time or both) its maturity unless and until such default shall have been cured or waived or shall have ceased to exist if the maturity of such Senior Indebtedness has not been accelerated.
No Payment in Certain Circumstances. (i) Prior to the payment in full in cash of all Senior Debt, no direct or indirect payment of any kind shall be made, asked for, demanded, accepted, received or retained with respect to principal, interest or other amounts due under this Agreement nor shall any Purchaser exercise any remedies with respect thereto; provided, that neither the foregoing restrictions nor any other provision in this Section 4.16 shall prohibit the conversion of the obligations under this Agreement pursuant to Section 4.13 above so long as if such Series A Preferred Stock have any call, put or other conversion features that would obligate Borrower to declare or pay dividends, make distributions, or otherwise pay any money or deliver any other securities or consideration to the Purchaser, such Purchaser hereby agrees that Borrower may not declare, pay or make such dividends, distributions or other payments to any Purchaser, and no Purchaser shall accept any such dividends, distributions or other payments.
(ii) Each party to this Agreement agrees that, so long as payments or distributions for or on account of the Subordinated Debt are not permitted pursuant to this Section 4.16, each party to this Agreement will not take, ▇▇▇ for, ask or demand from Borrower payment of all or any amounts under or in respect of this Agreement, or commence, or join with any creditor other than the Senior Debt Holders and their agents in commencing, directly or indirectly cause Borrower to commence, or assist Borrower in commencing, any proceeding referred to in Section 3.1(l), and no party to this Agreement shall take or receive from Borrower, directly or indirectly or on its behalf, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any amounts under or in respect of the Subordinated Debt. In the event that notwithstanding the foregoing provisions of this Section 4.16, any payment or distribution of any kind or character, whether in cash, property or securities, shall be received by any Purchaser by or on account of or in respect of the Subordinated Debt while payments or distributions for or on account of the Subordinated Debt are otherwise not permitted pursuant to this Section 4.16, such payment or distribution shall be received and held in trust for, and shall be paid over (in the same form as so received, to the extent practicable, and with any necessary endorsement) to the Senior Debt Holders remaining...
No Payment in Certain Circumstances. Until the final maturity date of the Senior Secured Obligations, and without limitation to the rights of the Secured Parties under the terms of the Financing Documents:
3.1 upon any distribution or application of the assets of the Issuer in connection with any liquidation, dissolution or other proceeding for the winding up of the Issuer (whether partial or complete) or any proceeding for insolvency or bankruptcy (whether voluntary or involuntary) or any receivership, reorganization or other similar case or proceeding in connection therewith, or any assignment for the benefit of creditors or arrangement with creditors, whether or not pursuant to the insolvency, bankruptcy or similar laws of any jurisdiction, or the sale of all or substantially all of the assets of the Issuer or any other marshalling of assets and liabilities of the Issuer:
No Payment in Certain Circumstances. 25 11.4. FORBEARANCE.............................................................................27 11.5.
No Payment in Certain Circumstances. 53 SECTION 11.04 PAYMENTS OTHERWISE PERMITTED..............................54 SECTION 11.05 SUBROGATION...............................................54 SECTION 11.06 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS...............54 SECTION 11.07
No Payment in Certain Circumstances. Except as may otherwise be expressly provided in this Agreement, no Partner shall be entitled to receive any payment described in Section 17-604 of the Act.
No Payment in Certain Circumstances. Upon any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Guarantor Senior Indebtedness whether or not such interest is an allowed claim in such proceeding) of such Guarantor shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Guarantor Senior Indebtedness, before any payment or distribution of any kind or character is made by or on behalf of such Guarantor on account of any of its Obligations on the Subsidiary Guarantee or for the acquisition of any of the Notes for cash or property or otherwise (except that holders of the Notes may receive Permitted Payments). Before any payment may be made by, or on behalf of, a Guarantor of the principal of, premium, if any, or interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any Permitted Payments), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of the respective Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness of the respective Guarantor in full in cash or Cash Equivalents after giving effect ...
No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities on or account of the purchase, redemption or other acquisition of Securities, if:
(i) a default in the payment of principal, premium, if any, or interest (including a default under any redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or
(ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Company, a holder such Designated Senior Debt or a Representative of such Designated Senior Debt. ; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities, upon the earlier of:
(1) the date upon which the default is cured or waived or ceases to exist, or
(2) in the case of a default referred to in clause (ii) above, 179 days pass after the Payment Blockage is received, unless this Article Fifteen otherwise prohibits the payment or distribution at the time of such payment or distribution (including, without limitation, in the case of a default referred to in clause (ii) above, as a result of a payment default with respect to the applicable Senior Debt as a consequence of the acceleration of the maturity thereof or otherwise). In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder...
No Payment in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. No payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: