Certain Payment Obligations. 2 2.04. Reimbursement Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.05. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certain Payment Obligations. (a) [Reserved]
(b) The Company shall pay to the Trust for each Fiscal Year from and including the Fiscal Year in which this Agreement enters into effect so long as the Trust exists, on or before April 30 of the next Fiscal Year, an amount equal to the Insurance Indemnification Amount for such Fiscal Year, provided that the payment under this Section 2.03 with respect to any Fiscal Year shall not exceed an amount equal to 30% of Profits for such Fiscal Year.
Certain Payment Obligations. To the extent permitted by law, the RESA shall and hereby agrees to pay to the Seller and any successors, assigns, directors, officers, agents or subrogees the amounts of any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including reasonable legal fees and expenses and court costs, arising out of or in connection with their services in assisting with the provision or financing of the Project, but not due to the gross negligence or wrongful acts of such parties or breach of their obligations hereunder, including but not limited to claims, losses, damages, actions, proceedings, expenses, or liabilities arising out of (i) the use, maintenance, condition or management of, the Project by the RESA, (ii) any breach or default on the part of the RESA in the performance of any of its obligations under this Installment Sale Agreement or any other RESA Document, (iii) any act or negligence of the RESA or of any of its agents, contractors, servants, employees or licensees with respect to the Project, (iv) any act or negligence of any assignee or sublessee of the RESA with respect to the Project, (v) the Acquisition of the Project or the authorization of payment of the costs thereof by the RESA, (vi) the breach by the RESA of any representation or warranty of the RESA contained in this Installment Sale Agreement or made by the RESA in connection herewith, or (vii) their enforcing any covenants of the RESA in this Installment Sale Agreement. In case any action is brought against any party that may be entitled to payment in connection with any matter contemplated under this Section 6.3, and it notifies the RESA of the commencement thereof, the RESA will be entitled to participate in, and, to the extent that it chooses to do so, to assume the defense thereof (including the employment of counsel), and the RESA shall assume the payment of all fees and expenses relating to such defense and shall have the right to negotiate and consent to settlement thereof. Notwithstanding the foregoing, if the defendants in any such action include such an indemnified party and the RESA, or include more than one indemnified party, and there are legal defenses available to such an indemnified party that are different from or additional to those available to the RESA or another defendant indemnified party, and which are likely to cause a conflict of interest between the RESA and such indemnified party, or between other defendant indemnified parties, such inde...
Certain Payment Obligations. 32 7.1 Payment of Development Costs and Carried Costs.......................................... 32 7.2 Payment Procedures.......................................................................................... 32 7.3 Carried Costs Balance Payment........................................................................ 33 7.4 Post Closing Cash Payments............................................................................. 33 7.5 Certain Order of Payments................................................................................ 33 7.6 Total Cost Sharing Payments............................................................................ 34 ARTICLE VIII DEFAULTS.......................................................................................................... 34 8.1 Defaults............................................................................................................. 34 8.2 Certain Automatic Remedies for a Default....................................................... 35 8.3 Certain Other Remedies for a Default............................................................... 36 8.4 Cumulative and Additional Remedies............................................................... 36
Certain Payment Obligations. To the extent permitted by law, the County shall and hereby agrees to pay to the Seller and any successors, assigns, directors, officers, agents or subrogees the amounts of any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including reasonable legal fees and expenses and court costs, arising out of or in connection with their services in assisting with the sale or financing of the Project, but not due to the gross negligence or wrongful acts of such parties or breach of their obligations hereunder. Such payment obligation hereunder includes, but is not limited to, claims, losses, damages, actions, proceedings, expenses, or liabilities arising during the Term hereof out of (i) the use, maintenance, condition or management of the Project by the County, DRAFT
Certain Payment Obligations. 32 7.1 Payment of Development Costs and Carried Costs.......................................... 32 7.2 Payment Procedures.......................................................................................... 32 7.3 Carried Costs Balance Payment........................................................................ 33 7.4 Post Closing Cash Payments............................................................................. 33 7.5 Certain Order of Payments................................................................................ 33 7.6 Total Cost Sharing Payments............................................................................ 34 ARTICLE VIII DEFAULTS.......................................................................................................... 34 8.1 Defaults............................................................................................................. 34 8.2 Certain Automatic Remedies for a Default....................................................... 35 8.3 Certain Other Remedies for a Default............................................................... 36 8.4 Cumulative and Additional Remedies............................................................... 36 ARTICLE IX LAND AND GEOSCIENCE DATA; DISCLAIMERS.......................................... 37 9.1 Land and Geoscience Data................................................................................ 37 9.2 Disclaimers........................................................................................................ 37 ARTICLE X TERM....................................................................................................................... 38 10.1 Termination....................................................................................................... 38 10.2 Effect of Termination........................................................................................ 38 ARTICLE XI MISCELLANEOUS............................................................................................... 38 11.1 Relationship of the Parties................................................................................. 38 11.2 Notices............................................................................................................... 39 11.3 Expenses............................................................................................................ 41 11.4 Waivers; Rights Cumulative...........................................
Certain Payment Obligations. In addition to paying for its Participating Interest Share of Approved Costs pursuant to Section 9.1, during the Initial Well Cost Recovery Period, Stage 1 Carry Period and Stage 2 Carry Period, STC Eagleville shall be subject to the following additional funding obligations (the “Additional Funding Obligations”).
Certain Payment Obligations. (a) The Borrower shall pay within thirty (30) days after written demand:
(i) if an Event of Default shall have occurred, all reasonable costs and expenses of the Lender (including, without limitation, all reasonable costs and expenses one counsel retained by the Lender) in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, and the other Related Documents;
(ii) the reasonable fees and out‑of‑pocket expenses for counsel retained by the Lender in connection with advising the Lender as to its rights and responsibilities under this Agreement and the other Related Documents upon the occurrence of a Default or Event of Default or in connection with responding to requests from the Borrower for approvals, amendments, consents and waivers;
(iii) any amounts advanced by or on behalf of the Lender to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Document, together with interest at the Default Rate; and
(iv) any other outstanding fees and costs due to the Lender under this Agreement.
(b) If at any time any Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the execution or delivery of this Agreement or other Related Documents, then, if the Borrower lawfully may pay for such stamps, taxes or fees, the Borrower shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the Borrower agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay of the Borrower in paying, or omission of the Borrower to pay, such stamps, taxes and fees hereunder.
Certain Payment Obligations. Consultant acknowledges and agrees that the provisions of Section 10 are not intended to prevent Consultant from competing with Company.
10.1. Consultant agrees that, in the event, during the relationship, and for a period of one (1) year after the termination of the relationship, Consultant either for itself or for any other Person, for any reason, either directly or indirectly;
(a) services any Client or Introduced Client by providing services that Company offers or that Company intended to offer its customers at the time of the relationship, of which Consultant was aware or reasonably should have been aware;
(b) accepts any business from any Client or Introduced Client that Company had offered or was intending to offer its customers at the time of the relationship, for which Consultant was aware or reasonably should have been aware, Company shall be entitled to receive from Consultant, and Consultant shall promptly pay to Company, a sum equal to fifty percent (50%) of all of the first year’s income and other amounts earned or received by Consultant from Client or Introduced Client.
10.2. Consultant agrees that, in the event, during the relationship, and for a period of one (1) year after the termination of the relationship, Consultant either for itself or for any other Person, for any reason, either directly or indirectly;
(a) encourages, or causes others to encourage, any Company employee or Supplier to terminate their relationship with Company;
(b) induces, or seeks to hire, or hires, any Company employee or Supplier, or any Person who was an employee or Supplier of Company within the prior twelve (12) months; or
(c) induces or attempts to induce any Company employee or Supplier to breach any agreement that they may have with Company, Company shall be entitled to receive from Consultant, and Consultant shall promptly pay to Company, a sum equal to thirty-three and one-third percent (33.33%) of the compensation paid or payable by Company to the applicable employee or Supplier in the twelve (12) months preceding action.
Certain Payment Obligations. Notwithstanding any other provision of this Agreement, the failure to be satisfied of any Target as of any Assessment Date (or the related Grace Date, as the case may be) shall not affect Purchaser's obligation to pay a Target Amount with respect to another Target that has been satisfied as of such Assessment Date (or the related Grace Date, as the case may be), or affect Purchaser's obligation to pay a Target Amount with respect to the satisfaction of such Target with respect to any future Assessment Date (or the related Grace Date, as the case may be) as of which such Target may be satisfied. Any other provision of this Agreement notwithstanding, (i) the aggregate of Target Base Amounts paid to Seller in respect of any Target shall not exceed $26,666,667, and (ii) the aggregate of Target Base Amounts paid to Seller in respect of all satisfied Targets shall not exceed the Target Deferred Purchase Price; it being understood that the "Target Base Amount" concept excludes the interest otherwise payable on such amounts pursuant to this Section.
