Exit Payments definition
Examples of Exit Payments in a sentence
Subject to Section 11 of this Agreement, where the Customer decides to exit before the expiry of Lock-in Period, the Customer agrees to pay the Exit Payments equivalent to the balance amount payable for the next 60 days of the notice period.
The Loan Party Obligors and the other Parties further acknowledge and agree that the Exit Payments set forth in this Section 2.3(c) are not intended to act as a penalty or to punish the Borrower or any other Loan Party Obligors for any such payment, repayment, redemption, or prepayment (or the requirement for such payment, repayment, or redemption to be due, payable or made).
The Loan Party Obligors’ obligation to pay the Exit Payments will not be subject to any counterclaim or setoff for, or be otherwise affected by, any claim or dispute that any Loan Party Obligor may have.
All liabilities of the Company in relation to any Exit Payments or Transaction Costs as at the Reference Date have been Disclosed.
The Loan Party Obligors and the other Parties acknowledge and agree that the Collateral Agent and the Lenders would not have entered into this Agreement (including the Fourth Amendment and the Fifth Amendment) or the other Loan Documents without the Loan Party Obligors agreeing to pay the Exit Payments in the aforementioned instances.
Notwithstanding the foregoing, in connection with a request for a consent, waiver or amendment of the type set forth in Section 3.07(d), the applicable Borrower shall pay, or cause to be paid, an amount equal to each Lender entitled to an Exit Payment, including each Non-Consenting Lender, an amount equal to its pro rata portion of the Exit Payments as of the date of such consent, waiver or amendment.
After giving effect to the Exit Payments, the Exit Liquidity Amount shall not be less than the Minimum Liquidity Amount.
Subject to Section 3, the obligation of FWC to make the Exit Payments shall be absolute, irrevocable and unconditional, and shall not be subject to any reduction, limitation, impairment or termination for any reason, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity or unenforceability of such obligation or otherwise.
This may override other provisions in this Agreement relating to termination and Exit Payments.
This Agreement and the obligations of Parties shall terminate upon the earlier of (i) prior redemption or payment in full of all of the 1999C and D Bonds such that no 1999C and D Bonds remain outstanding under the Second Amended Indenture, or the legal defeasance of all of the 1999C and D Bonds and (ii) the indefeasible performance in full or other satisfaction of FWC’s obligations to make all Exit Payments pursuant to and in accordance with the terms of this Agreement.