Payments Notwithstanding Clause Samples

The "Payments Notwithstanding" clause establishes that certain payment obligations remain enforceable regardless of other circumstances or provisions in the agreement. In practice, this means that a party must continue to make specified payments even if other terms are breached, the contract is terminated, or disputes arise. For example, it may require ongoing royalty or license fee payments despite the expiration of other rights. The core function of this clause is to ensure that critical financial obligations are honored, providing certainty and protecting the recipient from non-payment due to unrelated issues.
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Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property (except for securities that are subordinate and junior in right of payment to the payment of Senior Debt at least to the extent provided in this Agreement), to which Subordinate Creditor would have been entitled except for the provisions of this Agreement and that shall have been made to or for the account of Senior Creditor shall, as between each Loan Party and its creditors (other than Senior Creditor), be deemed to be a payment or distribution by such Loan Party to or for the account of Senior Creditor, and from and after the payment in full in cash of all Senior Debt, Subordinate Creditor shall be subrogated to all rights of Senior Creditor to receive any further payments or distribution applicable to the Senior Debt until the Subordinate Debt shall be paid in full, and no such payment or distribution made pursuant to such rights of subrogation to Subordinate Creditor that otherwise would be payable or distributable to or for the account of Senior Creditor shall, as between each Loan Party and its creditors (other than Subordinate Creditor), be deemed to be a payment or distribution by such Loan Party to Subordinate Creditor or on account of the Subordinate Debt.
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Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property, to which Subordinated Creditors would have been entitled except for the provisions of this Article Twelve and that shall have been made to or for the account of any Senior Creditor shall, as between any Subordinated Subsidiary Guarantor and its creditors (other than Senior Creditors), be deemed to be a payment or distribution by such Subordinated Subsidiary Guarantor to or for the account of any Senior Creditor, and from and after the full and final payment in cash and performance of the Obligations under the Senior Loan Documents (excluding any contingent indemnification obligations not yet due and payable and as to which no claim or demand for payment has occurred) and the termination of Senior Creditors’ obligations to make extensions of credit to the Borrowers under the Senior Loan Agreement, Subordinated Creditors shall be subrogated to all rights of Senior Creditors to receive any further payments or distribution applicable to the Designated Senior Debt until the principal of and interest on the Subordinated Debt shall be paid in full, and no such payment or distribution made pursuant to such rights of subrogation to Subordinated Creditors that otherwise would be payable or distributable to or for the account of Senior Creditors shall, as between any Subordinated Subsidiary Guarantor and its creditors (other than Subordinated Creditors), be deemed to be a payment or distribution by such Subordinated Subsidiary Guarantor to Subordinated Creditors or on account of the Subordinated Debt.
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Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property to which Second Lien Creditor would have been entitled except for the provisions of this Agreement and that shall have been made to or for the account of Senior Secured Creditor shall, as between each Loan Party and its creditors (other than Senior Secured Creditor), be deemed to be a payment or distribution by such Loan Party to or for the account of Senior Secured Creditor, and from and after the payment in full in cash of all Senior Secured Debt, Second Lien Creditor shall be subrogated to all rights of Senior Secured Creditor to receive any further payments or distribution applicable to the Senior Secured Debt until the principal of and interest on the Second Lien Debt shall be paid in full in cash, and no such payment or distribution made pursuant to such rights of subrogation to Second Lien Creditor that otherwise would be payable or distributable to or for the account of Senior Secured Creditor shall, as between each Loan Party and its creditors (other than Second Lien Creditor), be deemed to be a payment or distribution by such Loan Party to Second Lien Creditor or on account of the Second Lien Debt.
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Payments Notwithstanding. No payment or distribution of any character, whether in cash, securities or other property (except securities that are subordinate and junior in right of payment to the payment of Senior Debt at least to the extent provided in Us Agreement), to which Junior Creditor would have been entitled except for the provisions of this Agreement and that shall have been made to or for the account of Bank shall, as between Borrower and its creditors (other than Bank), be deemed to be a payment or distribution by Borrower to or for the account of Bank, and from and after the payment in full in cash of all Senior Debt and termination of all commitments of the Borrower under the Credit Agreement, Junior Creditor shall be subrogated to all rights of Bank to receive any further payments or distribution applicable to the Senior Debt until the principal of and interest on the Junior Debt shall be paid in full and no such payment or distribution made pursuant to such rights of subrogation to Junior Creditor that otherwise would be payable or distributable to or for the account of Bank shall, as between Borrower and its creditors (other than Junior Creditor), be deemed to be a payment or distribution by Borrower to Junior Creditor or on account of the Junior Debt.
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Payments Notwithstanding. No payment or distribution by any ------------------------ Obligor of any character, whether in cash, securities or other property (except securities which are subordinate and junior in right of payment to the payment of Senior Debt of such Obligor at least to the extent provided in this SECTION 7), to which the holders of such Obligor's Junior Debt would have been entitled except for the provisions of this SECTION 7 and which shall have been made to or for the account of the holders of such Obligor's Senior Debt shall, as between such Obligor and its creditors (other than the holders of such Obligor's Senior Debt and Junior Debt), be deemed to be a payment or distribution by such Obligor to or for the account of the holders of such Obligor's Senior Debt, and from and after the payment in full of all such Obligor's Senior Debt and the termination of all commitments of the holders of such Senior Debt to lend additional money or extend credit to such Obligor, the holders of such Obligor's Junior Debt shall be subrogated to any and all rights of the holders of such Obligor's Senior Debt to receive payments or distributions of cash, securities or other property applicable to such Obligor's Senior Debt to the extent that payments or distributions otherwise payable on such Obligor's Junior Debt have been applied to such Obligor's Senior Debt until the Junior Debt of such Obligor shall be paid in full, and no such payment or distribution made pursuant to such rights of subrogation to the holder or holders of such Obligor's Junior Debt which otherwise would be payable or distributable to or for the account of such Obligor's Senior Debt shall, as between such Obligor and its creditors (other than the holders of such Obligor's Junior Debt), be deemed to be a payment or distribution by such Obligor to the holder or holders of such Obligor's Junior Debt or on account of such Obligor's Junior Debt.
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Related to Payments Notwithstanding

  • Limitation on Payments In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G), (iii) cancellation of accelerated vesting of equity awards; (iv) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.

  • Payments on Early Termination For the purpose of Section 6(e) of this Agreement: (i) Market Quotation will apply. (ii) The Second Method will apply.

  • Limitation on Payments and Benefits Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.

  • Developer Payments Not Taxable The Developer and Connecting Transmission Owner intend that all payments or property transfers made by Developer to Connecting Transmission Owner for the installation of the Connecting Transmission Owner’s Attachment Facilities and the System Upgrade Facilities and the System Deliverability Upgrades shall be non-taxable, either as contributions to capital, or as an advance, in accordance with the Internal Revenue Code and any applicable state income tax laws and shall not be taxable as contributions in aid of construction or otherwise under the Internal Revenue Code and any applicable state income tax laws.

  • Payments Etc All payments hereunder shall be made in immediately available funds, and shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs, Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. Borrower shall receive immediate credit on payments received during Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at Lender; otherwise payments shall be credited after clearance through normal banking channels. Borrower authorizes Lender to charge any account of Borrower maintained with Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable hereunder, with the amount of such payment subject to availability of collected balances in Lender's discretion; unless Borrower instructs otherwise, all Loans shall be credited to an account(s) of Borrower with Lender. LENDER AT ITS OPTION MAY MAKE LOANS HEREUNDER UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING SHALL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING WITHOUT LIMITATION INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. All payments shall be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Note or the proceeds. Lender or Borrower by any government or political subdivision thereof. Borrower shall upon request of Lender pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on Lender's income.