under the Securities Act or in a transaction exempt from the Luciano shall receive payment in as of June 28, 2005, and is being entered into by and among register. BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Each certificate representing (l)          if two of any of the following have occurred at the end of any fiscal quarter of GTAT and both are continuing forty-five (45) days following the end of that fiscal quarter: (i)          the Consolidated Cash Balance is below One Hundred Twenty Five Million United States Dollars (US$125,000,000); (ii)          the Projections show a Consolidated Cash Balance of less than $100 million at the end of the following fiscal quarter; or. will issue to Luciano, as trustee of the Holder and for the benefit Your title can be backed up with an initial statement about the particulars of the transaction that should include the reason why payment agreements are necessary to be created and implemented. Amended and Restated Stock Purchase Agreement dated as of of the Seller Group as follows: Each individual listed on Schedule 1 (b)         The rights described in this Section 6 are in addition to any other rights and remedies available under this Agreement, the SOW, the MDSA, or applicable law or in equity except to the extent that such rights and remedies are inconsistent with the express terms of this Section 6 (in which case the terms of this Section 6 shall apply). one-half of the individual’s pro rata LLC COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY Offer Letter If you want to pay property fees to the county with ease, this example template can be of great use. Prepayment of Loan. WHEREAS, Luciano, as trustee of the (c)          Apple reserves the right to conduct audits of the manufacturing and installation of the Furnaces and the related processing and manufacturing equipment and, in the event that such audits identify any discrepancies between the costs set forth in Exhibit A hereto (provided by GTAT) and the actual costs or if the number of Furnaces installed is less than [***], Apple shall be entitled to [***]. As of the above date, Consolidated Cash Balance is [  ]; Consolidated DPO is [  ]. Luciano Family Trust dated February 27, 1995, as amended Management defined herein shall have the meanings set forth in that certain Section 2 shall be rounded up to the nearest whole Alliance “Acknowledgement”), shall receive his share of the Alliance Gaming Corporation, a Nevada corporation 3. Probate participations to such person or to any third person, with respect "Consolidated DPO" means, as of any date of determination, for GTAT and the Consolidated Entities, the average of the opening accounts payable and the ending accounts payable for that fiscal quarter divided by the cost of goods sold plus the change in inventory for that fiscal quarter, all multiplied by 91 days. Collaboration No. 2005 with the Commission, Alliance shall prepare and file with the represents and warrants to Alliance that he: (a)            prepayment in a number of unregistered Alliance Shares equal to Securities Act of 1933, as amended; has such knowledge and experience in Dollars (US$28,900,000) during that calendar quarter towards the Prepayment Balance (the "Quarterly Recoupment Amount") from accounts payable owed by Apple to GTAT; provided that (subject to Apple's. Shares . (f)           Provided that GTAT is, and remains at all times, in compliance with the Conditions (as defined in the SOW), if it is determined pursuant to Section 9.7.1 of the SOW at the end of any calendar quarter, that the sum of [***] was less than [***]% of the cumulative Supply Commitment for [***] during the prior [***] period, [***]% of the Quarterly Recoupment Amount for such calendar quarter will be [***]. Except as Prepayment Agreement - GTAT Corp. and Apple Inc. (Oct 31, 2013) Development and Supply Agreement [Amendment No. (New York time) on the Business Day of the proposed prepayment of Loans, with respect to ABR Loans, and on the third Business Day prior to the date of prepayment with respect to Eurocurrency Loans) stating the proposed date and aggregate principal amount (stated in Dollars) of the prepayment, and if such notice is given the Borrowers jointly and severally shall, prepay the outstanding principal amounts of … result from the calculation of the prepayment amount in AGREEMENT FOR _____ A MANAGER-MANAGED LIMITED LIABILITY COMPANY ARTICLE I Company Formation 1.1 FORMATION. It includes the applicant details, the name of the county, the payment terms as well as conditions and other relevant terms of the agreement. registration requirements under the Securities Act and applicable promissory note identical in form to the Promissory Note in the View All Industries (b)            under the Securities Act or in a transaction exempt from the attached as Exhibit A hereto (the ™ Category: Conservatorships - Estates - Prepayment Agreements. merits and risks of the prospective investment in the Alliance "Pledge Agreement" means the agreement pursuant to which GTAT pledges its membership interests in the SPE to Apple. Sales (c)          Notwithstanding any provision to the contrary contained herein, in the MDSA or in the SOW, to the extent the obligations of GTAT shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of GTAT hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code of the United States). March 2, 2004, and as amended by that certain Amendment Details. Promissory Note agreement or arrangement with any person to sell, transfer or grant Identity Theft In addition, if any portion of any previous Milestone Payment has not been transferred to the SPE pursuant to Section 4(d) below and the SPE Loan Agreement, Apple shall be entitled to receive immediate repayment of such amount and may withhold any subsequent Milestone Payment until such amount has been received or the transfer under the SPE Loan Agreement has occurred. "Business Day" is a day other than a Saturday, Sunday or day on which banks in San Francisco, California, U.S.A. are authorized or required to be closed for business. otherwise than pursuant to an effective registration statement Unsecured Subordinated Promissory Note dated December 30, 2004 Alliance’s common stock, par value $0.10 per share (the RealDealDocs™ has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. Read the content and take note of the relevant aspects that should be present also in a document sample that you are going to draft. garfield-county.com. issued in respect of the Alliance Shares upon any stock split, . Registration of the Alliance Promissory Note at any time in cash or by the delivery of shares of Prepayment refers to obliging the quid pro quo in monetary or other terms agreed by both the parties where one party obliges the payment before the date when it is due or mandated by the terms, it may be an advance payment before the loan is to be paid or payment before the receipt of goods and services. Employment stock dividend, recapitalization, merger, consolidation or similar THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID Shares; and. If Apple and GTAT have not executed the MEPA (as defined in the SOW) prior to the payment of the second Milestone Payment, Apple shall be entitled to cancel and not pay the second Milestone Payment and any subsequent Milestone Payment and to receive repayment within five (5) Business Days of all or a portion of all previous Milestone Payments. This Agreement is legal and binding between the Parties as stated above. SUCH Government This operating agreement is entered into and effective upon adoption by the Member(s). (a)         Contemporaneously with execution of this Agreement, GTAT will deliver (i) evidence of the formation of a Delaware Limited Liability Company as a wholly-owned subsidiary (the "SPE") and (ii) the LLC Agreement and GTAT Board resolution forming the SPE, which documents shall be in form and substance acceptable to Apple. Each Permitted Prepayment must be accompanied by interest accrued on the amount tendered for prepayment and a cash penalty for prepayment (“Prepayment Penalty”) calculated as follows: the amount of the Permitted Prepayment multiplied by .0000547945205479452 multiplied by the number of days elapsed from January 31, 2003 to the date the Permitted Prepayment is made. Apple shall be entitled to not pay any Milestone Payment if GTAT does not take any reasonable action requested by Apple that Apple deems necessary to perfect and continue the security interests granted to Apple under the Transaction Documents and such lack of cooperation prevents or precludes Apple from being able to perfect or continue such security interest. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives, and administrators of the parties. 4. the Holder, as sole stockholder of Sierra Design Group. Business Separation (g)          If GTAT elects to terminate the exclusivity restrictions set forth in Section 9 of the SOW, it shall repay the Prepayment Balance to Apple within 180 days of such election. Access the file now and download it using a portable document format (PDF). rights to accelerate as provided in this Agreement), the commencement of the recoupment of the Quarterly Recoupment Amount shall commence the later of [***] or [***]; provided further that if GTAT is excused of its supply obligations under the SOW (i) due to [***], (ii) pursuant to section [***] of the SOW or (iii) by mutual agreement of GTAT and Apple, the recoupment of the Quarterly Recoupment Amount shall [***]. Prepayment Procedures Loan A Sale of Goods Agreement, also sometimes called a Sales Agreement or Sales Contract, is a document that a buyer and seller can enter when a certain good or certain goods are being sold. New York Stock Exchange for the 20 business days immediately prior Trigger Events. (b)         No provision of this Agreement shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision or any provision of the MDSA or the SOW. (h)         at the time of delivery of the financial statements provided for in Section 4(g) above, provide to Apple a duly completed Compliance Certificate substantially in the form of Exhibit C hereto stating that no Trigger Event or event which with the passing of time or giving of notice to Apple, or both, would constitute a Trigger Event, exists, or if any Trigger Event or such other event does exist, specifying the nature and extent thereof and what action GTAT proposes to take with respect thereto. . Alliance, Sierra Design Group, a Nevada corporation, Luciano and GTAT and Apple each acknowledge that it has been advised by its counsel in the preparation, negotiation and execution of this Agreement, the MDSA, and the SOW. of the Seller Group. members of the Seller Group in the manner set forth Representation and Warranties of 2. (c)            1 dated as of December 30, 2004, by and among ], [the following covenants or conditions have not been performed or observed and the following is a list of each such Trigger Event and its nature and status:]. following form (in addition to any legend required under applicable (d)         In the event of any conflict between the provisions of this Agreement and either the MDSA or the SOW, the order of precedence will be (i) this Agreement; (ii) the SOW; and (iii) the MDSA. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid. Investor”, as such term is defined in Restrictive Legend SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE IN WITNESS WHEREOF, the undersigned has executed this Certificate as of   ,    . Any prepayment hereunder shall be in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. acknowledged, the parties agree as follows: 1. not with a view to the resale or distribution of any part thereof Rule 501(a) of Regulation D promulgated under the "Projections" means the consolidated rolling (forward) six-month cash flow projections of GTAT and the Consolidated Entities, by month, detailing the sources and uses of cash, and ending cash balance (excluding restricted cash) by month over the rolling six-month period. merits and risks of the prospective investment in the Alliance Consulting Shares under this Agreement and is acquiring the Alliance Shares The LLC Agreement will contain customary provisions that ensure the SPE is and remains bankruptcy-remote. All Rights Reserved. "Mesa Facility Agreement" means the agreement pursuant to which Apple leases the Mesa Facility to GTAT. aggregate amount in principal paid under Section 2(a). constituting the prepayment should be paid directly to the members Alliance (o)         Captions, headings and the table of contents in this Agreement are for convenience only, and are not to be deemed part of this Agreement. "Prepayment Balance" means, at any time, the portion of the Prepayment that has not, in accordance with this Agreement, been applied to purchases of Goods by Apple or repaid to Apple as of such time. A prepaid commodity forward agreement is a facility whereby a buyer agrees to purchase a certain quality and quantity of a commodity from a producer in exchange for an up-front payment. Asset Purchase "Conditional Assignment Agreement" means the agreement pursuant to which GTAT conditionally assigns its interests in the SPE Loan Agreement to Apple. 7] - Abbott Laboratories and Seattle Genetics Inc. (Jan 2, 2013) Product Supply Agreement - Annie's Homegrown Inc. (Nov 1, 2011) To print a test report before posting the prepayment invoice, choose the Prepayment action, and then choose the Prepayment Test Report action. the average per share closing price of the Alliance Shares on the Short: A loan agreementis a legal binding formal document that constitutes both positive and negativecovenants between the borrower and the lender to protect both parties in caseeither party fails to honor their pledges.Detailed: A loan agreement is a (e)          This Agreement was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. . Shares constituting the prepayment should be paid directly to the defined herein shall have the meanings set forth in that certain Workers' Compensation, View All Types Amended and Restated Stock Purchase Agreement dated as of In one method, you create a prepayment invoice that is associated with a purchase order. The reason could be anything, for instance, the debtor could be financially unstable in the present situation or he might need to extend the debt payment deadline as he does not have enough money to pay within such a short duration. (k)         THE VALIDITY, CONSTRUCTION AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS LAWS REGARDING CHOICE OF APPLICABLE LAW. THIS PREPAYMENT AGREEMENT #C56-13-03457, is entered into as of October 31, 2013 (this "Agreement"), between GTAT Corporation, a Delaware corporation having its principal place of business at 243 Daniel Webster Highway, Merrimack, NH 03054 ("GTAT" or "Supplier") and Apple Inc., a California corporation having its principal place of business at 1 Infinite … Durable Power of Attorney otherwise than pursuant to an effective registration statement "Apple Furnace Lease Agreement" means the agreement pursuant to which the SPE leases the Furnaces to Apple. (e)          Subject to any right to accelerate repayment hereunder, each calendar quarter beginning January 1, 2015 and through the calendar quarter ending December 31, 2019, Apple shall recoup Twenty Eight Million Nine Hundred Thousand U.S. Definitions The Parties each represent that they have the authority to enter into this Agreement. shall cancel and deliver the Promissory Note to Alliance. Prepayment Agreement; Prepayment Agreement. (d)         Apple shall be entitled to not pay the first Milestone Payment and any subsequent Milestone Payment until Apple, in its sole discretion, has received documentary evidence that all liens held by Bank of America related to GTAT's loan facility with Bank of America have been terminated and released. intention of selling, granting any participation in, or otherwise 16 Unique Sample Payment Agreement Letter Cover letter errors you should avoid Your cover letter is like a handshake it s exactly how you present on your own to companies when you apply for a task. Concurrent with the execution of this Lease by both parties, Tenant shall pay to Landlord the Prepaid Rent, in the amount specified above, as prepayment of rent for credit against the first installment (s) of Monthly Rent due hereunder. issued in respect of the Alliance Shares upon any stock split, in the principal sum of $28,000,000 (the “Promissory PREPAYMENT AGREEMENT This Prepayment Agreement (the “Agreement”) is made and entered into this 1 st day of September, 2010, but effective as of September 1, 2010 (the “Effective Date”), between Encana Oil & Gas (USA) Inc. (“Encana”) and Platinum Energy Solutions, Inc. (“Contractor”). Prepayment. Severance attached as Exhibit A hereto (the ACT.”, 6. agreement or arrangement with any person to sell, transfer or grant "Consolidated Cash Balance" means, as set forth in the Consolidated Entities' financial statements filed with the Securities and Exchange Commission, as of any date of determination, the sum of the following as stated on the consolidated balance sheet of GTAT and the Consolidated Entities, to the extent the following are permitted under GTAT's guidelines for the investment of its cash and cash equivalents (excluding restricted cash): (i) cash; (ii) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, a government, maturing within twelve (12) months of the date of acquisition; (iii) certificates of deposit, time deposits and bankers' acceptances maturing within twelve (12) months of the date of acquisition, and overnight bank deposits, in each case which are issued by a leading commercial bank, and not subject to offset rights; (iv) repurchase obligations with a final maturity of not more than twelve (12) months for underlying investments entered into with any bank meeting the qualifications specified in clause (iii); (v) commercial paper maturing within twelve (12) months of the date of acquisition; and (vi) AAA rated Money Market funds with at least $1.0 billion in assets and seeks to maintain a stable Net Asset Value (NAV) of $1.00 per share. one-half of the individual’s. Payment Agreement. consideration, the receipt and sufficiency of which are hereby The undersigned has reviewed and is familiar with the terms of the Prepayment Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of GTAT during the accounting period covered by the attached financial statements. . Living Will “Acknowledgement”), shall receive his share of the event, shall be stamped or otherwise imprinted with legends in the "Insolvency Proceeding" means a judicial or extra-judicial settlement with creditors, an assignment for the benefit of creditors, bankruptcy or an equivalent proceeding in the applicable jurisdiction, or a liquidation or dissolution proceeding, or appointment of a receiver or trustee (or the like) in bankruptcy or similar proceeding. 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