Obligation to Make Payment Sample Clauses

Obligation to Make Payment. Nothing contained in this Section 8 shall relieve any Party of the obligation to make payments when due pursuant to this Agreement.
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Obligation to Make Payment. Nothing contained in this Article X shall relieve any Party of the obligation to make payments when due pursuant to this Agreement.
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Obligation to Make Payment. There shall be no obligation to deliver the Closing Per Common Share Merger Consideration in respect of any Company Common Shares, or the Preferred Share Merger Consideration in respect of any Company Preferred Shares, until (and then only to the extent that) the holder thereof surrenders its certificate(s) representing Company Common Shares or Company Preferred Shares, as applicable, for exchange, together with a duly executed Letter of Transmittal as provided in Section 2.3 or, in lieu thereof, delivers to the Closing Exchange Agent an appropriate affidavit of loss and an indemnity agreement and/or a bond as may be reasonably required in any such case by Purchaser. If any payment for Company Common Shares or Company Preferred Shares is to be made or is to be issued in a name other than that in which the certificate for Company Common Shares or Company Preferred Shares surrendered for exchange is registered, it shall be a condition to the payment or issuance that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, or the Stock Exchange Medallion Program, and that the person requesting the payment shall either (a) pay to the Closing Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or (b) establish to the reasonable satisfaction of the Closing Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of any of the Company Common Shares or Company Preferred Shares outstanding immediately prior to the Effective Time and any of such Company Common Shares or Company Preferred Shares presented to the Closing Exchange Agent shall be cancelled in exchange for the merger consideration payable as provided in Sections 2.2, 2.3 and 2.4.
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Obligation to Make Payment. Except as provided in Section 4.4.2, Minnesota Power shall make all payments that are required pursuant to the terms of this Agreement at such time or times herein provided for such payments, notwithstanding (i) the non-performance by Square Butte of any of its obligations herein or in the Joint Operating Agreement, whether due to Uncontrollable Forces or otherwise; (ii) the failure, inoperativeness or suspension, interruption or interference of the operation of Unit #2 or the Transmission Facilities; (iii) the failure to make available to Minnesota Power Net Capability or Alternate Capacity or to deliver to Minnesota Power Energy or Alternate Energy (except as provided in Section 4.4.2); (iv) the invalidity or unenforceability or lack of due authorization of this Agreement; or (v) any other matter or event whatsoever, including without limitation the bankruptcy or insolvency of Square Butte or the disaffirmance of any agreement by any trustee or receiver, which might otherwise relieve Minnesota Power from the obligation to pay such amounts at such times, notwithstanding any present or future law to the contrary. Minnesota Power agrees that no such payment by Minnesota Power shall be subject to any right of set-off or counterclaim or any other defense which Minnesota Power may now or hereafter have against Square Butte. This Section 4.4.1 shall not be construed as a guarantee by Minnesota Power of any obligation of Square Butte or to release Square Butte from the performance of any of its obligations expressed in this Agreement or, except to the extent expressly provided in this Agreement, prevent or restrict Minnesota Power from asserting any rights it may have against Square Butte under this Agreement.
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Obligation to Make Payment. If OEB has given notice to exercise the Call Option pursuant to Clause 2.2 of this Agreement, OEB shall, pursuant to the terms of this Agreement, pay to the Issuer an amount equal to the outstanding principal amount of the Notes plus interest and other amounts (if any) accrued to, but excluding, the Optional Redemption Date two Business Days prior to the relevant Optional Redemption Date in respect of which such option is to be exercised.
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Obligation to Make Payment. Notwithstanding Paragraph 2 hereof, Wilshire agrees that to the extent that the realizable value of the Promissory Note at the time of the transfer from Resource Company to RLP or RMRF (the “Realizable Value”) is less than the Face Value, Wilshire will immediately pay to RLP or RMRF, as the case may be, the difference between the Face Value and the Actual Value.
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Obligation to Make Payment. CLIENT shall make timely payment of compensation, including fees and reimbursable expenses, to ENGINEER for the Services.
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Obligation to Make Payment 
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Related to Obligation to Make Payment

  • Obligation to Make Payments Any Interconnection Party's obligation to make payments for services shall not be suspended by Force Majeure.

  • Obligation to Make Expense Advances Upon receipt of a written undertaking by or on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified therefore by the Company hereunder under applicable law, the Company shall make Expense Advances to Indemnitee.

  • Failure to Make Payment In the event a participating Authorized User fails to make payment to the Contractor for Products delivered, accepted and properly invoiced, within thirty calendar days of such delivery and acceptance, the Contractor may, upon five business days advance written notice to both the Commissioner and the Authorized User’s purchasing official, suspend additional shipments of Product or provision of services to such entity until such time as reasonable arrangements have been made and assurances given by such entity for current and future Contract payments.

  • Obligation to Issue The City has no obligation to issue any Approved Service Orders under this Master Agreement. The City may issue any number of Approved Service Orders provided that the sum of the maximum compensation of all Approved Service Orders cannot exceed the Maximum Total Compensation (defined in Subsection 10.1 below).

  • Failure to Make Payments If the Company fails to make any payment of interest on this Subordinated Note when such interest becomes due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment of the principal of this Subordinated Note when such principal becomes due and payable, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder, the whole amount then due and payable with respect to this Subordinated Note, with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated Note or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this Subordinated Note. Upon an Event of Default, the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated Note, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares of Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s common stock related to the issuance of common stock or rights under any benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment plans.

  • Obligation to Mitigate Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.21 unless Borrower agrees to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing such other office or take such other measures as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

  • OBLIGATION TO NEGOTIATE 50.01 The Employer and the Union acknowledge that during negotiations which preceded this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining/negotiations and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement.

  • Obligation to Notify If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.

  • Release on Payment in Full Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral.

  • Our Right to Make Payments and Recover Overpayments If payments which should have been made by us according to this provision have actually been made by another organization, we have the right to pay those organizations the amounts we decide are necessary to satisfy the rules of this provision. These amounts are considered benefits provided under this plan and we will not have to pay those amounts again. If we make payments for allowable expenses, which are more than the maximum amount needed to satisfy the conditions of this provision, we have the right to recover the excess amounts from: • the person to or for whom the payments were made; • any other insurers; and/or • any other organizations (as we decide). As the subscriber, you agree to pay back any excess amount paid, provide information and assistance, or do whatever is necessary to aid in the recovery of this excess amount. The amount of payments made includes the reasonable cash value of any

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