Cash Requirements. From and after the date of this Agreement, the Partnership agrees that, unless otherwise approved by Parent in writing, no cash distributions will be made by the Partnership or any of its Subsidiaries to ATLS or ATLS GP or any other Retained Company or any Spin-Off Company; provided, that this provision will not restrict cash transfers among the Partnership and its Subsidiaries or restrict distributions in the ordinary course to ATLS in respect of its holdings of general partner interests, limited partner interests and incentive distribution rights in the Partnership.
Cash Requirements. Christiana covenants that as of the Effective Time it shall have cash equal to the sum of (i) $30 million (including $10,666,677 to be received under the Logistic Purchase Agreement) and (ii) all accrued and unpaid liabilities and obligations of Christiana. For purposes of this Section 3.2, the unpaid liabilities and obligations of Christiana shall mean the full undiscounted amount of liabilities for which Christiana shall be responsible, including any liabilities that will accrue as a result of the Merger, the Logistic Sale or the transactions contemplated herein, whether or not such liabilities would be required to be reflected as a liability by generally accepted accounting principles; provided, however, that such liabilities shall not include any liabilities for any gain on any EVI Common Stock held by Christiana realized as a result of a sale of such stock by Christiana or a liquidation or merger of Christiana (other than the Merger) within two years after the Effective Time, nor any tax liability for income of EVI attributable to Christiana under the equity method of accounting either before or after the Effective Time (the "EVI Related Taxes). Further, for purposes of calculating such liabilities, any Taxes (other than the EVI Related Taxes) payable in respect of the Logistic Sale or other transactions contemplated herein or under the Logistic Purchase Agreement shall be fully accrued as a liability and any Tax credits, deductions, other Tax benefits of Christiana shall not be considered or used to offset any such liability. The provisions of this Section 3.2 shall not affect Logistic's and C2's obligations under the Logistic Purchase Agreement to assume and indemnify EVI as set forth therein.
Cash Requirements. On or around the Separation Date, HP and its Subsidiaries will provide that Agilent and its Subsidiaries have sufficient cash to satisfy the following obligations or requirements (as adjusted with the parties' mutual agreement):
(i) (A) HP's obligations under the Agreement for the Redemption and Sale of Shares and Termination of Joint Venture Relationship dated July 6, 1999 by and between HP and Yokogawa Electric Corporation (the "YEW Agreement"), which obligations Agilent will assume from HP pursuant to the Assignment Agreement and (B) Hewlett-Packard Japan Ltd.'s obligations under the YEW Agreement;
(ii) Working capital and acquisition requirements of $250 million;
(iii) An amount equal to:
(1) the Retained Receivables minus the Retained Payables, plus or minus
(2) the liabilities retained by HP Japan related to the HP Business, net of the assets retained by HP Japan related to the HP Business;
(iv) The requirements of Section 5.9 of the Tax Sharing Agreement entitled Japan Restructuring Taxes; and
(v) As described in Section 3.1(a) of the Tax Sharing Agreement, an amount equal to taxes of Agilent Historical Affiliates for periods before their acquisition by the HP Group. all in accordance with the parties' best estimates on the Separation Date of such amounts as of October 31, 1999; and
Cash Requirements. The Joint Venturers will take all reasonable steps to ensure that sufficient funds are available to allow the Joint Venture to complete transactions called for by agreement of the parties under this Agreement. The Management Committee may request that the Joint Venturers provide additional contributions on account of unforeseen costs. Otherwise, the Joint Venturers must pay an annual requisition provided for in the Budget by May 31 of each year.
Cash Requirements. 8.3.1 If at any time during any month Operator requires additional sums from Owner for unanticipated expenses in excess of 10% over the amounts for Direct Operating Expenses and Capital Improvement Expenses pre-funded by Owner in accordance with Section 8.2, Operator shall promptly notify Owner. Subject to Section 5.1, Owner shall pay by electronic funds transfer the amount of such shortfall to Operator by the later to occur of (a) fifteen (15) Business Days after receipt of such notice, or (b) as soon as allowed by the Financing Agreements.
8.3.2 Operator shall not be under any obligation to use its own funds to pay any Subcontractors or vendors any amounts included in the Compensation that have not been paid by Owner and shall be indemnified by Owner, beginning on the Effective Date, for Claims suffered by Operator as a result of Owner’s failure to provide funds in accordance with this Section 8.
Cash Requirements. If cash funds are required to pay taxes, fees, or other expenses pursuant to Article VI or to make payments to the Employee or his beneficiaries (other than withdrawals under Article VII, Part C), the Employee shall instruct the Custodian in writing which Regulated Investment Company shares shall be redeemed or sold if there is more than one account, unless the item for which cash is required is clearly allocable to an investment in a specific Regulated Investment Company. In the absence of such written instructions, the Custodian shall exercise its own discretion. However, the Custodian's fee, if any, for each Account within a Custodial Investment Account shall be charged to such Account.
Cash Requirements. The Parties will take all reasonable steps to ensure that sufficient funds are available to allow the Parties to complete transactions called for by agreement of the parties under this Agreement.
Cash Requirements. Credit Parties shall not permit, at any time following the Closing Date, Credit Party Liquidity to be less than fifty percent (50%) of Consolidated Liquidity.
Cash Requirements a) During the Initial Term and any successive Term in accordance with the provisions of this Agreement, Deluxe shall be required to provide cash for the ATMs in an aggregate amount not to exceed _________________ dollars ($_____________). If Company's cash requirements exceed in the aggregate the foregoing stated amount, Deluxe will consider any written request from Company to increase such aggregate amount but shall have no obligation to approve any such request.
b) Deluxe shall supply Company with the amount of cash within the time set forth in the Cash Order Procedures. Deluxe acknowledges that such cash must be provided timely so that the ATMs can be in operation, but in no event shall Deluxe be liable or responsible for interruptions or delays in the delivery of cash beyond its reasonable control or resulting from the actions or negligence of any third party.
c) Nothing herein shall require Deluxe to supply any cash for use in ATMs to any location other than ______________________________________ or as otherwise agreed upon by the parties.
Cash Requirements. 8.3.1 If at any time during any month Operator requires additional sums from Owner for unanticipated expenses in excess of 10% over the amounts for Direct Operating Expenses and Capital Improvement Expenses pre-funded by Owner in accordance with Section 8.2, Operator promptly shall notify Owner. Subject to Section 5.1, within fifteen (15) Business Days after receipt of such notice, Owner shall pay by electronic funds transfer the amount of such shortfall to Operator.
8.3.2 Operator shall not be under any obligation to use its own funds to pay any Subcontractors or vendors any amounts included in the Compensation that have not been paid by Owner and shall be indemnified by Owner, beginning on the Effective Date, for Claims suffered by Operator as a result of Owner’s failure to provide funds in accordance with this Section 8.
