Authority for Payments Sample Clauses

Authority for Payments. Assignor has authorized and directed Xxxxxxxxx, in writing, to pay directly to the Assignee all payments due or to become due under the Agreement from and after the date of this Assignment by forwarding such payments to the Assignee’s address shown at the beginning of this Assignment, a copy of which authorization and direction, the receipt of and agreement to which has been acknowledged by Xxxxxxxxx, is attached as Exhibit “A.” In the event Assignor hereafter receives any such payment from Purchaser, Assignor shall hold such payment in trust for the Assignee and shall immediately deliver such payment to the Assignee (endorsed, if necessary, by Assignor to facilitate the collection thereof).
Sample 1
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Authority for Payments. 7.01 The Escrow Fund has been established, in part, to provide a means for ensuring that the actual Earned Commission revenue from the Business for the one year period following the Effective Date is at least $970,660.00. Section 3.04 of the Asset Purchase Agreement provides that Addison York shall prepare a Purchase Price reconciliation to show the actual Commissions Earned from the Business. Accordingly, in connection with a payment into or out of the Escrow Fund pursuant to Section 3.04 of the Asset Purchase Agreement, the Escrow Agent shall make payments into or out of the Fund pursuant to or in accordance with: (i) a written authorization signed by Addison York and the Vendor delivered to the Escrow Agent, which authorization shall set forth the amount of the Adjusted Final Payment or the Escrow Fund Reduction, as the case may be; or (ii) a certified copy of a final judgment of a court of competent jurisdiction, provided, however, that a certified copy of a final judgment shall serve as a valid determination only if the time for appeal has expired and no appeal has been perfected or all appeals have been exhausted or no further right of appeal exists. 7.02 If the Adjustment, as determined in accordance with the terms of paragraph 3.04 of the Asset Purchase Agreement, results in an Escrow Fund Reduction, the Escrow Agent shall withdraw from the Escrow Fund the amount of the Escrow Fund Reduction and pay such amount to Addison York by solicitors trust cheque, certified cheque or money order as specified in the authorization delivered pursuant to paragraph 7.01(i) or (ii) of this Agreement. 7.03 Following the determination of the Adjustment in accordance with the terms of paragraph 3.04 of the Asset Purchase Agreement, the Escrow Agent shall deal with the monies deposited into the Escrow Fund in accordance with the following terms: (a) within three days of the end of the 15th month after the Effective Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust cheque, a certified cheque or a money order for one sixth of all of the monies then in the Escrow Fund; (b) within three days of the end of the 27th month after the Effective Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust cheque, a certified cheque or a money order for one fifth of all of the monies then in the Escrow Fund; (c) within three days of the end of the 39th month after the Effective Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust ...
Sample 1
Authority for Payments. The Escrow Fund has been established to provide an exclusive source of payment to Parent and Newco for recovery of claims for indemnification Parent and Newco (a) Parent may at any time and from time to time prior to the Cut-off Date give written notice to Company Representative and Escrow Agent in accordance with Section 8.4 of the Agreement that Parent is asserting one or more claims for indemnification (a "Notice of Claim"). (b) If the Escrow Agent and Parent shall not have received from Company Representative prior to the forty-fifth calendar day following the date of delivery of such Notice of Claim, a written notice from Company Representative of the type contemplated by clause (c) below, on such forty-fifth (45th) day or, if not a business day, on the next succeeding business day, the Escrow Agent shall withdraw from the Escrow Fund and pay to Parent by certified check or wire transfer of immediately available funds to an account designated by Parent an amount equal to the lesser of (i) the aggregate of the claims asserted in the Notice of Claim or (ii) the balance in the Escrow Fund on the date of payment. Any claim set forth in a Notice of Claim that is not specifically disputed in a written notice from Company Representative of the type contemplated by clause (c) below shall be paid by the Escrow Agent in accordance with the preceding sentences even though a notice of dispute might otherwise have been received by the Escrow Agent with respect to other claims set forth in Parent's Notice of Claim. (c) Company Representative may deliver to the Escrow Agent and Parent, prior to the forty-fifth calendar day following the date of delivery of the above Notice of Claim, a written notice to the effect that Company Representative disputes the fact or amount of any one or more of the claims asserted in Parent's Notice of Claim. If such notice of dispute from Company Representative is delivered to the Escrow Agent and Parent within such time period, then the Escrow Agent shall refrain from making any disbursement from the Escrow Fund of the amount or amounts specifically disputed in the notice of dispute from Company Representative unless pursuant to or in accordance with: (i) a written authorization signed by Company Representative and Parent to the effect that it incorporates the resolution of the matter by such parties, which authorization shall set forth the amount of the Escrow Fund to be distributed to Parent, or (ii) a certified copy of a final judgm...
Sample 1
Authority for Payments. The Assignor hereby authorizes and directs the disbursing officer in such Accounts Receivable, or his successor, or any other department or officer of any company which owes money to Assignor to pay the Assignee, or to its successors or assigns, any moneys due or to become due under the Accounts Receivable to: or should be wired to Xxxxx Fargo Bank - San Francisco, CA. in accordance with the wire transfer instructions set forth below:
Sample 1

Related to Authority for Payments

  • Security for Payment To secure payment of all obligations due hereunder, the Customer hereby grants to Custodian a continuing security interest in and right of setoff against each Account and all Property held therein from time to time in the full amount of such obligations; provided that, if there is more than one Account and the obligations secured pursuant to this Section can be allocated to a specific Account or the Portfolio related to such Account, such security interest and right of setoff will be limited to Property held for that Account only and its related Portfolio. Should the Customer fail to pay promptly any amounts owed hereunder, Custodian shall be entitled to use available Cash in the Account or applicable Account, as the case may be, and to dispose of Securities in the Account or such applicable Account as is necessary. In any such case and without limiting the foregoing, Custodian shall be entitled to take such other action(s) or exercise such other options, powers and rights as Custodian now or hereafter has as a secured creditor under the New York Uniform Commercial Code or any other applicable law.

  • Responsibility for Payment The Company shall not be responsible for the payment of time used by an employee in the investigation and settlement of a grievance.

  • Applications for Payment 9.3.1 At least ten days before the date for each progress payment established in the State- Contractor Agreement, the Contractor shall submit to the Architect an itemized Application for Payment, notarized if required, supported by such data substantiating the Contractor's right to payment as the State or the Architect may require. The application for payment must, at a minimum, reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere in the Contract Documents. 9.3.2 Unless otherwise provided in the Contract Documents, payments will be made on account of materials or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in advance by the State, payments may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing. Payments for materials or equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the State to establish the State's title to such materials or equipment or otherwise protect the State's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the State either by incorporation in the construction or upon the receipt of payment by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to in this Article 9 as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person.

  • Funds for Payments (a) All payments of principal, interest, facility fees, Agent's fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Banks and the Agent, as the case may be, at the Agent's Head Office, not later than 3:00 p.m. (Boston time) on the day when due, in each case in immediately available funds. To the extent funds are available in such account, the Agent is hereby authorized to charge the account of the Borrower with BankBoston, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Banks under the Loan Documents. (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document.

  • Basis for Payment DFPS is not obligated to pay unauthorized costs or to pay more than Grantee’s allowable and incurred costs consistent with 45 CFR 75, Subpart E. Grantee is responsible for submitting invoices in an accurate and timely manner for each service period and for notifying DFPS of a need to expedite payment. DFPS will make reasonable efforts to process all bills received in an accurate and timely manner but does not warrant immediate payment.

  • Offices for Payments, etc So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

  • Provisions for Payment The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(a)(13). The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. Subject to Section 2.01(a)(23), the principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount due upon conversion or exchange thereof, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.03. Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below:

  • PREREQUISITES FOR PAYMENT The following applicable requirements shall be fulfilled in order to establish an employee's eligibility for sick leave benefits.

  • Treatment of Unallowable Costs Previously Submitted for Payment Mallinckrodt further agrees that within 120 days of the Effective Date of this Agreement it shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Mallinckrodt or any of its subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. Mallinckrodt agrees that the United States, at a minimum, shall be entitled to recoup from Mallinckrodt any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment. Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Mallinckrodt or any of its subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on Mallinckrodt or any of its subsidiaries or affiliates’ cost reports, cost statements, or information reports.

  • No Credit for Payment of Taxes or Imposition Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

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