Net Payment. All amounts payable by the Company hereunder will be paid in full, free of all Taxes now or hereafter levied, collected, withheld, assessed or otherwise imposed, other than Excluded Taxes (“Indemnified Taxes”). If any Indemnified Taxes are so levied or imposed, the Company agrees to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, after withholding or deduction or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Company shall promptly furnish to the Bank tax receipts or other evidence of the payment by the Company of any such Indemnified Taxes that are due under applicable law and, if the Bank pays any such Indemnified Taxes, the Bank shall furnish to the Company copies of tax receipts evidencing such payment by the Bank. If the Company is prohibited by law from making one or more payments under this Agreement free of Indemnified Taxes in accordance herewith, or if any taxing authority shall at any time assert that the Bank is required to pay any such Indemnified Taxes with respect to payments made by the Company under this Agreement, then the Company shall pay such additional amount to the Bank as may be necessary in order that the actual amount received by Bank after all Indemnified Taxes (and after payment of any additional Indemnified Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received by the Bank if such Indemnified Taxes were not required. Whenever any such Indemnified Taxes are required to be withheld or deducted from any amounts payable to the Bank hereunder, the Company shall pay such Indemnified Taxes to the appropriate taxing authority for the account of the Bank and, as promptly as possible thereafter, send to the Bank an official receipt showing payment thereof, together with such additional documentary evidence as may be reasonably required from time to time by the Bank. If the Company fails to pay any such Indemnified Taxes when due to the appropriate taxing authority or fails to remit any such official receipts or other required documentary evidence, the Company agrees to indemnify the Bank for and to hold the Bank harmless from and against any incremental Indemnified Taxes, interest or penalties that may become payable by the Bank as a result of such failure.
Net Payment. 16.1 We may at any time set off any liabilities to make payment owed by us to you against any liability of yours to make payment to us.
Net Payment. The net payment due from a State Entity under a Thermal Services Agreement shall be equal to the Thermal Services Charge for the applicable Covered Facility(ies) minus the Third Party Off-taker Purchased Utility Cost Reimbursement.
Net Payment. If at any time each party owes the other party a payment related to Taxes under this Agreement, then only the party owing the larger amount shall be required to make a payment to the other party, which payment shall be reduced by the amount of the payment related to Taxes the other party owes to the first party.
Net Payment. (a) Subject to the terms and conditions of this Agreement and adjustment pursuant to Section 1.12, Seller shall pay to Purchaser an amount (the “Net Payment”) equal to (i) (A) the Deposit Amount plus (B) the Transferred Employee PTO Amount minus (ii) the sum of the following items: (A) the Loan Amount; (B) the Loan Interest Amount; (C) the Fixed Asset Amount; (D) the amount of the Cash on Hand; (E) the Owned Real Property Amount; (F) the par value of the Mid-Size CDs multiplied by one percent (1%); and (G) the par value of the General Deposits multiplied by two percent (2%) (the foregoing formula, the “Net Payment Formula”). The Net Payment Formula is for the sole purpose of determining the amount of cash transferable at the Closing Date and shall not constitute an allocation of the purchase price for the Branches to any particular asset being transferred or liability being assumed.
(b) For purposes of this Agreement:
Net Payment. Payment of the amounts specified in this Section 3 shall be made by a single net payment from one Party to the other Party within seven (7) days after the Termination Date or within three (3) days after the resolution of any dispute with respect to the FF&E payment, whichever occurs later.
Net Payment. In the case of lay-off, all men shall receive two (2) hours notice or two (2) hours pay in lieu thereof, in advance of the lay-off.
Net Payment. Seller shall make available and transfer to Purchaser in the manner specified in Sections 4.04 and 4.05 hereof, funds equal to the difference between the aggregate balance of Seller Deposit Liabilities (including interest posted or accrued to such accounts but excluding accrued interest paid directly to depositors by check or otherwise transferred to an account which is not being assumed hereunder; for all purposes under this Section 1.04, the amount of the Seller Deposit Liabilities with respect to certificates of deposit and time deposits shall be determined as if the average effective interest rate over the term of the deposit accrues throughout the term of the deposit regardless of whether, under the terms of the deposit, the interest rate increases or decreases at different times; for example, if a $100,000 certificate of deposit has an average effective interest rate of 6%, but, has only paid interest at a 5% rate, the Seller Deposit Liabilities would include the $100,000 principal plus interest calculated at 6% through the Closing Date minus any amount of interest already paid out on that certificate of deposit ), less the following:
Net Payment. Seller shall make available and transfer to Purchaser in the manner specified in Sections 4.04 and 4.05 hereof, funds equal to the aggregate balance of the Seller Deposit Liabilities (including interest posted or accrued to such accounts), plus prepaid rents relating to the Safe Deposit Business, plus any amount payable pursuant to paragraph 2.05(b), less the amounts provided in subparagraphs (1)-(4). For all purposes under this Section 1.04, the amount of the Seller Deposit Liabilities with respect to certificates of deposit and time deposits shall be determined as if the average effective interest rate over the term of the deposit accrues throughout the term of the deposit regardless of whether, under the terms of the deposit, the interest rate increases or decreases at different times; for example, if a $100,000 certificate of deposit has an average effective interest rate of 6%, but, has only paid interest at a 5% rate, the Seller Deposit Liabilities would include the $100,000 principal plus interest calculated at 6% through the Closing Date minus any amount of interest already paid out on that certificate of deposit).
Net Payment. The Purchase Price due the Mining Companies and the Royalty due Hi-Tech shall not be reduced by any sum whatsoever, including but not limited to taxes, whether sales, use, ad valorum or otherwise, fees or other obligations, including royalties or payments to third parties (all of which shall be the obligation of VitroCo).
