Extension Costs Sample Clauses

Extension Costs. The Parties acknowledge and that agree if an “Extension” as defined in Section 8.3(a) is comprised of the fact that, if JWAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, pursuant to JWAC’s Organizational Documents, JWAC may extend such date by up to an additional six (6) months, to be in two extensions of three (3) months each, provided that at the time of each such extension, pursuant to JWAC’s Organizational Documents and the Trust Agreement, JWAC is required, five (5) days prior to the applicable Extension deadline to deposit into the Trust Account the sum of $1,380,000, and therefore a total of $2,760,000 for both three (3) month Extensions (the “Extension Amount”), which Extension Amount will then be utilized as set forth in JWAC’s Organizational Documents and the Trust Agreement. On the third (3rd) Business Day following the later of such dates as may be applicable (the “Funding Date”), the Company shall fund the Extension Amount by purchasing from the Sponsor, and JWAC shall cause the Sponsor to sell and issue to the Company in accordance with this paragraph, for a purchase price equal to the Extension Amount, such amount or number of limited liability company membership interests in the Sponsor (“Membership Interests”) as will cause the value of the Company’s interest in shares of JWAC Common Stock held by the Sponsor and allocable to such Membership Interests to be equal to the Extension Amount, with each share of JWAC Common Stock being valued at $10.00 for this purpose. On the Funding Date, the Company will cause the Extension Amount to be deposited in an account designated by the Sponsor and JWAC and the relevant Membership Interests will be issued and delivered to the Company or its designee promptly thereafter, provided that prior to and as a condition of such issuance the Company or such designee, as applicable, shall execute a joinder to join any limited liability company operating agreement or similar agreement of the Sponsor then in effect. Upon an effective Extension pursuant to this paragraph, the Outside Date will be automatically extended to the last day of such Extension period.
Sample 1
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Extension Costs. Company agrees to invest $10,668.00 (the “Extension Allowance”) to fund a portion of the cost of the improvements (the “Improvements”) as per tariff. Customer agrees to pay Company the estimated construction costs in excess of the Extension Allowance (“Customer Advance”). Customer has paid for engineering, design, or other advance payment for Company’s facilities in the amount of $0.00, which amount is reflected in the balance due in the Customer selected option below. Customer trenching, conduit, vault and/or right-of-way (“TCVR”), when provided for Company lines and equipment, may $19,547.73.
Sample 1
Extension Costs. Company agrees to invest $2,013.81 (the “Extension Allowance”) to fund a portion of the cost of the improvements (the “Improvements”) as per tariff. Customer agrees to pay Company the estimated construction costs in excess of the Extension Allowance (“Customer Advance”). Customer has paid for engineering, design, or other advance payment for Company’s facilities in the amount of $0.00, which amount is reflected in the balance due in the Customer selected option below. Customer trenching, conduit, vault and/or right-of-way (“TCVR”), when provided for Company lines and equipment, may also be subject to refund as calculated using Company standard costs. (Customer must initial selected option on the blank space at the beginning of the option and pay the balance due given in that option.) Refund Option. The total Customer Advance for this work is $25,467.19, and the balance due is $25,467.19, and Customer remains eligible for refunds. Company will refund part of the Customer Advance if additional customers connect to the Improvements within ten (10) years of the date Company is ready to supply service. Company will refund 20% of the refundable Customer Advance allocable to the shared Improvements for four additional applicants. Company will try to inform Customer when a refund is due. However, in the event Company is unable to locate Customer or has not identified that a refund is due, Customer is responsible for requesting a refund within twenty-four (24) months of the additional applicant connecting to the Improvements. Contract Administration Credit Option. Customer chooses to receive a Contract Administration Credit of $250 and waives their right to refunds should additional applicants connect to the Improvements. Accordingly, the balance due is
Sample 1
Extension Costs. At or following two Business Days preceding the earlier to occur of (x) the Closing Date and (y) the date on which the Merger Agreement is terminated, IBF may provide Purchaser with the following (the "Extension Cost Notice"): (i) written invoices evidencing incremental legal fees incurred by IBF and the Company in connection with the negotiation or documentation of the transactions contemplated by the Merger Agreement for services rendered subsequent to April 18, 2005 up to the date of the Extension Cost Notice, and (ii) a summary of interest and other costs incurred in connection with the Company Debt for periods from April 18, 2005 to the date of the Extension Cost Notice (the amounts in clauses (i) and (ii) above being referred to herein collectively as the "Extension Costs"). At the Closing (if the Extension Cost Notice is delivered not less than two Business Days prior to the Closing Date) or, if the Extension Cost Notice is not delivered at least two Business Day prior to the Closing Date, on the second Business Day following receipt of the Extension Cost Notice, Purchaser shall pay (or, if after the Closing, cause the Surviving Corporation to pay) to IBF the amount of the Extension Costs set forth in the Extension Cost Notice not to exceed $150,000 in the aggregate. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall be solely responsible for the repayment of the Extension Costs up to a maximum of $150,000 in the aggregate, and no portion of the Extension Costs shall be paid with any portion of the Merger Consideration or taken into account determining the amount of Company Debt, Bank Obligations, Seller Debt, Excess Seller Debt or Working Capital.
Sample 1
Extension Costs. For the avoidance of doubt, any premiums and deductibles payable by QR Network in respect of the insurance policies or claims under the insurance policies required to be effected and maintained under this clause 12 will be an Extension Cost Incurred by QR Network.
Sample 1
Extension Costs. The Extension Costs include costs and expenses in connection with the following:
Sample 1
Extension Costs. If this Agreement is terminated for any reason, then Seller may retain any Extension Costs prepaid by Buyer and any rights or interest thereto, as liquidated damages, free of any claims by Buyer or any other Person with respect thereto. The Extension Costs prepaid by Buyer and any rights or interest thereto shall be Seller’s sole and exclusive remedy and as full and complete satisfaction of any losses that may be suffered by Seller as a result of such termination in respect of the Lease extensions, and Seller shall be deemed to have waived any and all other rights and remedies available to Seller in respect of such termination (including liability for breach of this Agreement before such termination). It is expressly stipulated by the Parties that the actual amount of damages resulting from such a termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that the liquidated damages provided for herein are a reasonable estimate by the Parties of such damages under the circumstances and does not constitute a penalty.
Sample 1
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Extension Costs. Company agrees to invest $8,001.05 (the “Extension Allowance”) to fund a portion of the cost of the improvements (the “Improvements”) as per tariff. Customer agrees to pay Company the estimated construction costs in excess of the Extension Allowance (“Customer Advance”) in the amount of $609.95, of which the Customer has paid $0.00 for engineering, design, or other advance payment for Company’s facilities. The balance due is $609.95. Customer provided trenching, conduit, vault and/or right-of-way (“TCVR”), when provided for Company lines and equipment, may be subject to refund as calculated using Company standard costs. As per tariff the refund will be 20% of the calculated cost for shared facilities. This extension has no potential TCVR refunds.
Sample 1

Related to Extension Costs

  • Modification Costs Developer shall not be assigned the costs of any additions, modifications, or replacements that Connecting Transmission Owner makes to the Connecting Transmission Owner’s Attachment Facilities or the New York State Transmission System to facilitate the interconnection of a third party to the Connecting Transmission Owner’s Attachment Facilities or the New York State Transmission System, or to provide Transmission Service to a third party under the NYISO OATT, except in accordance with the cost allocation procedures in Attachment S of the NYISO OATT. Developer shall be responsible for the costs of any additions, modifications, or replacements to the Developer Attachment Facilities that may be necessary to maintain or upgrade such Developer Attachment Facilities consistent with Applicable Laws and Regulations, Applicable Reliability Standards or Good Utility Practice.

  • Termination Costs If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: 2.4.1 With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. 2.4.2 Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. 2.4.3 With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

  • Construction Costs Under no circumstances shall the Consultant be liable for extra costs or other consequences due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and specifications. Consultant shall have no liability whatsoever for any costs arising out of the Client’s decision to obtain bids or proceed with construction before the Consultant has issued final, fully-approved plans and specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans are fully approved and all permits obtained.

  • Relocation Costs If relocation occurs after the Commencement Date, then Landlord shall pay Tenant's reasonable third-party costs of moving Tenant's furnishings, telephone and computer wiring, and other property to the Substitute Premises, and reasonable printing costs associated with the change of address.

  • Collection Costs In the event collection efforts are required to obtain payment on this Account, to the extent permitted by law, You agree to pay all court costs, private process server fees, investigation fees or other costs incurred in collection and reasonable attorneys' fees incurred in the course of collecting any amounts owed under this Agreement or in the recovery of any Collateral.

  • INTEREST CALCULATION COSTS 10.1 As set forth in 31 CFR 205.27, interest calculation costs are defined as those costs necessary for the actual calculation of interest, including the cost of developing and maintaining clearance patterns in support of the interest calculations. Interest calculation costs do not include expenses for normal disbursing services, such as processing of checks or maintaining records for accounting and reconciliation of cash balances, or expenses for upgrading or modernizing accounting systems. Interest calculation costs in excess of $50,000 in any year are not eligible for reimbursement, unless the State provides justification with the annual report. 10.2 The State expects to incur the following types of interest calculation costs: Costs of calculating interest, including the cost of developing and maintaining clearance patterns in support of interest calculations. 10.3 The State shall submit all claims for reimbursement of interest calculation costs with its Annual Report in accordance with 31 CFR 205.

  • Transaction Costs Borrower shall have paid or reimbursed Lender for all title insurance premiums, recording and filing fees or taxes, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, the fees and costs of Lender's counsel and all other third party out-of-pocket expenses incurred in connection with the origination of the Loan.

  • Litigation Costs If any legal action or other proceeding is brought for the enforcement of this Agreement or to remedy its breach, the prevailing party in such action or proceeding shall be entitled to recover its actual attorney's fees and other costs incurred in the action or proceeding, in addition to such other relief to which it may be entitled.

  • Additional Expenses to be inserted if applicable.

  • Construction Cost Budget The total cost to District of all elements of the Project designed or specified by the Architect, as adjusted at the end of each design phase in accordance with this Agreement. The Construction Cost Budget does not include the compensation of the Architect and the Architect’s Consultants, the cost of land, rights-of-way, financing or other costs which are the responsibility of the District, including construction management.

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