Liability to pay Sample Clauses

Liability to pay. The Department’s liability to pay the Contractor the Contract Price arises only upon the Contractor advising the Department in writing of all relevant details of the Contractor’s Bank Account. If the Contractor changes any details of the Contractor’s Bank Account, the Department has no obligation to pay any part of the Contract Price until the Contractor advises the Department of the change in writing. The Contractor must Notify the Department of any such change to the Contractor's Bank Account no later than 14 days before a payment by the Department is due ('Cut-off Date').
Sample 1Sample 2
AutoNDA by SimpleDocs
Liability to pay. If any payment due to be made by the Vendor under this Deed is not made on the due date for payment the Vendor shall pay interest on such sum for the period from and including the due date up to the date of actual payment (after as well as before judgement) in accordance with this Clause 5.
Sample 1
Liability to pay. 2.1 Subject to clause 5 below, the Sellers severally covenant with Parent that they will pay to Parent by way of an adjustment to the Consideration an amount equal to the relevant proportion (as defined below) of any liability for Taxation of the Company and each of the Subsidiaries which has arisen or may arise wholly or partly in respect of or in consequence of any act or omission occurring on or before the Closing Date (including, without prejudice to the generality of the foregoing, the execution or performance of the Agreement), and the amount of any reasonable costs, fees or expenses incurred in investigating, assessing or contesting that liability.
Sample 1
Liability to pay. The Warrantors covenant with the Buyer to pay to the Buyer an amount equal to any Tax Liability of the Company arising directly or indirectly in respect of or as a consequence of or by reference to:
Sample 1
Liability to pay. The Sellers severally and not jointly (einzelschuldnerisch) covenant with the Parent to pay to the Parent, in proportion to their Liability Percentages, an amount equal to any Tax Liability: (i) of the Company; or (ii) in respect of the matters falling within sub-paragraphs (c) to (i) below, of the Parent or any person connected after Completion with the Parent (including for the avoidance of doubt the Buyer and the Company), arising directly or indirectly in respect of or as a consequence of or by reference to:
Sample 1
Liability to pay. Each relevant Shareholder shall be liable (jointly and severally in the case of joint Shareholders) to pay, in accordance with the relevant notice, every call and shall remain liable to do so notwithstanding the subsequent transfer of the relevant Shares.
Sample 1
Liability to pay. The Seller covenants with the Buyer to pay to the Buyer, by way of adjustment to the consideration for the sale of the Sale Shares (to the extent legally permissible), an amount equal to any Tax Liability (i) of the Company; or (ii) in respect of the matters falling within sub-paragraphs (C) to (H) below, of the Buyer or any person connected after Closing with the Buyer, arising directly or indirectly in respect of or as a consequence of or by reference to:
Sample 1
AutoNDA by SimpleDocs
Liability to pay. (1) The Federal Government is severally liable to make the single payment provided for in Section 4.02(1) (representing 8/11 (i.e., 72.7273%) of the Contribution Amount as at the date of such payment minus the Withheld Amount). Subject to Section 3.02 of this Agreement, the Federal Government will not be liable to pay any further amounts pursuant to this Agreement.
Sample 1
Liability to pay. The legal representatives of the Class Members and the Cloud Class Members shall pay to the Trustee and the Trustee shall receive the Designated Amount on the Implementation Date.
Sample 1

Related to Liability to pay

  • Inability to Pay Any Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

  • Liability to Owners (i) Without prejudice to Sub-clause 17(a), the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their employees or agents, or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers' personal actor omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers' liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten (10) limes the annual management fee payable hereunder.

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Obligation to Pay The originally executed obligation to pay or similar agreement evidencing the obligation of the consumer under a Sharia Mortgage Loan, together with any modification thereto. Officers' Certificate: A certificate signed by the Chairman of the Board, the President or a Vice President or Assistant Vice President, or a Director or Managing Director, and by the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Company or the Master Servicer, as the case may be, and delivered to the Trustee, as required by this Agreement.

  • Inability to Pay Debts The Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

  • Liability for Others Neither the Company nor any of its subsidiaries has any liability for any material Taxes of any person other than the Company and its subsidiaries (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract or (iv) otherwise.

  • Financial Ability to Perform Purchaser has available to it as of the date hereof, and will have available to it at the Closing, funds sufficient to enable Purchaser to perform all of its obligations hereunder, including delivering the Closing Purchase Price and the Purchase Price to Seller, as and when contemplated by this Agreement and to pay or otherwise perform all of the obligations of Purchaser under the other Transaction Documents.

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

  • Ability to Perform The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

Time is Money Join Law Insider Premium to draft better contracts faster.