Operations Pending Payment Sample Clauses

Operations Pending Payment. The Stockholders and Buyer agree as follows with respect to the operations of the Surviving Corporation and the matters contemplated by this Section 2.4: (i) the Surviving Corporation will, for at least the twenty-four (24) month period following Closing, operate as the development department of Buyer's Broadcast Division, subject to the provisions of this Agreement, including clause (iii) below; (ii) For the twenty-four (24) month period following Closing, Buyer will authorize an annual operating budget for the Surviving Corporation at least equal to that set forth in Part 1 of Exhibit C annexed hereto and shall provide the Surviving Corporation with funds consistent therewith. (iii) Buyer shall be entitled to conduct its and its subsidiaries' business and operations, and the business and operations of the Surviving Corporation in a manner consistent with the judgment of Buyer's Board of Directors and Buyer's management as to the -11- 19 best interest of Buyer and its subsidiaries (including the Surviving Corporation) and may take actions consistent with such judgment, including, without limitation, making any of the determinations called for by this Agreement, acquiring any assets, stock or other ownership interests of any person or entity (by purchase of assets or equity interests, merger, consolidation or otherwise) or selling or otherwise disposing of all or any part of the assets or equity interests of Buyer or its subsidiaries (including the Surviving Corporation) and Buyer shall have no obligation or liability to the Stockholders in respect of any such actions. Notwithstanding the foregoing, no such actions taken by Buyer shall relieve Buyer from its obligations to provide funds pursuant to Section 2.4(e)(ii) and to make the payments pursuant to Sections 2.4(a) and 2.4(b), if any. Without limiting the generality of the foregoing, the Stockholders acknowledge and agree that no representations, warranties, covenants or agreements have been made to the Stockholders as to the expected performance of Buyer or the Surviving Corporation, as to the expected amount of the Qualifying Lease Value, the Qualifying LOI Value or the payments to be made pursuant to Sections 2.4(a) and 2.4(b), or any guarantee as to the amount of the Qualifying Lease Value, the Qualifying LOI Value or the payments to be made pursuant to Sections 2.4(a) and 2.4(b). (iv) Buyer shall cause the Surviving Corporation to commence construction of each broadcast tower for each project whic...
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Related to Operations Pending Payment

  • Interim Payments Interim payments may be made by Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by Department's Grant Manager.

  • Recurring Payments For subscriptions that renew automatically, Customer authorizes Microsoft to charge Customer’s payment method periodically for each subscription or billing period until the subscription is terminated. By authorizing recurring payments, Customer authorizes Microsoft to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account (in the case of Automated Clearing House or similar debits), as charges to the designated card account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Microsoft or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the amount due.

  • Crediting Payments The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available funds made to Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 1:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after 1:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

  • Scheduling Payments Funds must be available in your Bill Payment Account on the scheduled payment date. If the date you schedule a payment to be initiated falls on a non-business day (Saturday, Sunday, or holiday), funds must be available in your Bill Payment Account the following business day (e.g. Monday). After funds are withdrawn from your Bill Payment Account to make a payment, we may make the payment either by transferring funds electronically to the payee or by mailing the payee a check. You may choose to schedule payments to recur in the same amount at regular weekly, monthly, or semi-monthly intervals. When you create a new payee in the Bill Payment Service, it takes two (2) business days to set up the payee to receive payments. You should schedule a payment to a new payee at least ten (10) business days before any payment due date, to allow us time to set up the payee and verify information about your account with the payee. For all subsequent payments, you agree to allow at least four (4) to ten (10) business days between the date you schedule a payment to be initiated and the payment due date (that is, the due date shown on your invoice or provided in your agreement with the payee, not taking into account any applicable grace period). If the payment is an Automatic Clearing House (ACH) electronic payment, it will take up to four (4) business days to reach the payee. However, if the company or person that you are paying cannot accept an electronic payment, the Bill Payment Service will send a check that may take up to ten (10) business days. If you do not follow these time frames, you will be fully responsible for all late fees, finance charges or other actions taken by the payee. If you schedule your payment and follow all instructions provided, but the payment is not received by the payee in a timely manner, the Credit Union will work with the payee on your behalf to reverse any late fees or charges.

  • Xxxxxxxxx Payments The Company shall pay Executive cash benefits equal to: (1) two times Executive's Base Salary in effect on the date of the Change of Control or the Termination Date, whichever is higher; provided that if any reduction of the Base Salary has occurred, then the Base Salary on either date shall be as in effect immediately prior to such reduction, payable in regular installments at such times as would otherwise be the Company's usual payroll practice over a period of two years; and (2) the higher of: (A) two times Executive's Target Bonus in effect on the date of the Change of Control or the Termination Date, whichever is greater; or (B) two times Executive's most recent actual annual bonus, payable in either case ratably in regular installments at the same time as payments are made to Executive under Section 3(a)(1) above; provided that if any reduction of the Target Bonus has occurred, then the Target Bonus on either date shall be as in effect immediately prior to such reduction; and (3) Executive's Target Bonus (as determined in (2), above) multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which the Termination Date occurs and the denominator of which shall equal 365, payable as a cash lump sum within forty days after the Termination Date; and (4) in the case of a termination of employment by Executive for Good Reason, an amount equal to the severance pay specified in Article 6.A. 1. of the attached Presidents' Council Agreement (as defined in Section 8 hereof), payable according to the schedule set forth therein, determined as if Executive's employment had been terminated by ARAMARK without Cause on the Termination Date.

  • Interim payment At the end of each of the periods indicated in Annex I the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: ➢ an interim technical report in accordance with the instructions laid down in Xxxxx X; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • Making Payments You are responsible for paying back all the money we loan to you on the account. If this is a joint account, you are each responsible for the entire amount owed. • You promise to pay all amounts due on your account including interest and fees. • You may pay all or part of your account balance at any time. You must at least pay the minimum payment shown on each statement by its due date. • The minimum payment listed on each statement will be calculated as listed in the Schedule. • Payments must be made in U.S. dollars and through a U.S. bank. You agree to follow the payment requirements listed on each statement (for example, the time by when we need to receive payment and where your payment needs to be sent). If we accept a payment that is not in U.S. dollars or not through a U.S. bank, you agree to pay any extra fees or costs. We may accept payments that are marked “payment in full” or with similar markings without losing our right to receive payment in full. Partial payments offered in full satisfaction of a disputed amount must be sent to the address listed on your statement for notifying us of billing errors. • Each payment you make will be generally applied to your account as follows: (a) the minimum payment amount will be applied to balances with the lowest APRs before balances with higher APRs; and (b) any amount you pay in excess of the minimum payment will be applied to balances with the highest APRs before balances with lower APRs. Until a payment clears, you may not be able to access the full amount of your credit limit. • We will promptly apply other credits to your account. For example, such credits may include a credit for return of merchandise. These other credits will be applied to the Balance Category we select. Where to find them. The APRs (and their daily periodic rates) in effect on your account are listed in the Schedule. How we calculate variable APRs. Each variable APR is determined by adding the margin to the Index as listed in the Schedule. An increase in the Index will increase a variable APR (and its daily periodic rate). An increase in a variable APR may increase the minimum payment due and interest charged on your account. How we calculate daily periodic rates. To determine the daily periodic rate for an APR, we divide the APR by 365 (366 in leap years). Penalty rates. We will not charge penalty rates or penalty APRs on your account. For example, if you make a late payment, your APR will not increase because you paid late.

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

  • PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.

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