Cambrex Payments and Allocation of Settlement Sum Sample Clauses

Cambrex Payments and Allocation of Settlement Sum. (a) Cambrex shall pay Xxxxxxxxxx the sum of six hundred thirty-five thousand, nine hundred thirty-nine dollars ($635,939.00), which represents certain Remediation Costs at the Nepera Facility that already have been incurred by Xxxxxxxxxx as of June 30, 2007 ("Past Nepera Expenses"). Cambrex shall pay this amount directly to Xxxxxxxxxx (not to the Escrow Account) within thirty (30) days following the date of this Agreement.
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Cambrex Payments and Allocation of Settlement Sum. (a) Cambrex shall pay Xxxxxxxxxx the sum of six hundred thirty-five thousand, nine hundred thirty-nine dollars ($635,939.00), which represents certain Remediation Costs at the Nepera Facility that already have been incurred by Xxxxxxxxxx as of June 30, 2007 ("Past Nepera Expenses"). Cambrex shall pay this amount directly to Xxxxxxxxxx (not to the Escrow Account) within thirty (30) days following the date of this Agreement. (b) The Settlement Sum minus the Past Nepera Expenses is equal to seven million, six hundred and fourteen thousand, sixty-one dollars ($7,614,061) and shall be referred to herein as the "Escrow Deposit." The Escrow Deposit shall be used for the purposes prescribed in the Environmental Escrow Agreement, which shall include the reimbursement or payment to Xxxxxxxxxx or its designated representatives for any and all Remediation Costs incurred on or after June 30, 2007, resulting from, relating to, or addressing the following: any and all Remediation at the Nepera Facility and the Heico Facility; any and all Remediation of toluene at the Seal Sands Facility; and/or any and all Remediation of mercury at the Zeeland Facility or any other Hazardous Materials at any of the seven closed and inactive lagoons at the Zeeland Facility and the closed Ketone Sludge Pond at the Zeeland Facility formerly used to store a variety of chemicals between the 1950s and the 1970s; provided, however, that no more than one million dollars ($1,000,000) of the Escrow Deposit may be used for the purpose of reimbursing Xxxxxxxxxx for Remediation Costs incurred at sites other than the Nepera Facility. (c) Cambrex shall deposit into the Escrow Account the amount of the Escrow Deposit minus the amount of Xxxxxxxxxx'x Note Payment, as outlined in Paragraph 2.1.2(b) below (the "Net Escrow Deposit"). Cambrex shall deposit the Net Escrow Deposit into the Escrow Account within thirty (30) days following Xxxxxxxxxx'x Final Note Payment, as outlined in Section 2.1.2(b) below. 2.1.2
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Related to Cambrex Payments and Allocation of Settlement Sum

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Purchase Price and Allocation The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Application and Allocation of Payments (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

  • Payments Generally; Allocation of Proceeds; Sharing of Set-offs (a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

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