Payment by Company. (1) In and as consideration for the State entering into this Agreement with the Company and for the grant of the Crown lease referred to in clause 9 and the issue of the Crown Grants referred to in clause 10, not later than 31 January in each year the Company shall pay to the State a sum equal to 0.5% of the total amount paid by the Company in implementing the Project (other than such of the Project as is on reserved land as referred to in clause 5 of Schedule 2) in the 12 months ended on 31 December immediately preceding that 31 January, until the Company has paid to the State under this provision 0.5% of the total cost of the Project (other than such of the Project as is on reserved land as referred to in clause 5 of Schedule 2).
(2) The Company shall keep proper records of and relating to all payments made by the Company concerning the implementation of the Project, and shall keep those records available to the State for at least 2 years following the year to which those records relate.
(3) The State by the Minister and officers and employees of the State shall have the right at any reasonable time to examine the records referred to in subclause (2) and to take copies of them to satisfy the State as to the correctness of any payment made to the State under subclause (1).
(4) The Minister may cause at any reasonable time or times an audit to be made of the records referred to in subclause (2). If the audit discloses that any payment made to the State under subclause (1) was less than it should have been, the Company shall immediately pay the State the amount of the deficiency together with the cost of the audit.
(5) In and as further consideration for the State entering into this Agreement with the Company, within 30 business days following the Minister being satisfied or being deemed to be satisfied with the evidence furnished by the Company pursuant to clause 4(4) or with further or different evidence furnished by the Company pursuant to clause 5(2), as the case may be, the Company shall pay the State $500,000. In this subclause “business days” means days upon which the head office of the Commonwealth Trading Bank in Perth is open for business.
Payment by Company. If the Bank has paid the Company for any Transaction and
4.2.1. If:
(a) the representations and warranties of the Company with respect to such Transaction, as set forth in Sections 5.1 through 5.3 below, are not true in all material respects; or
(b) any merchandise which was the subject of such Transaction is returned to the Company and the Company, pursuant to its policies concerning returned merchandise, accepts such merchandise for credit; or
(c) in order to settle a dispute concerning the nature, quality or quantity of goods purchased from the Company with the Credit Card, the Company agrees to refund all or part of the purchase price thereof; then
Payment by Company. All Registration Expenses shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review and the expenses and fees for listing the securities to be registered on the Nasdaq National Market System.
Payment by Company. Subject to Section 7.2 below, the Company shall pay all reasonable legal fees and related expenses (including the costs of experts, counsel and tax advisors) incurred by the Executive as they become due as a result of or in connection with (i) the negotiation of this Agreement and the Executive’s compliance with Section 5 of this Agreement, (ii) the Executive’s termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (iii) the Executive seeking to obtain or enforce any right or benefit provided by this Agreement (including any such fees and expenses incurred in connection therewith) or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits, and (iv) the Executive’s hearing before the Board as contemplated in Section 2(d) of this Agreement, provided that the circumstances set forth in clauses (ii) and (iii) of this Section 7.1 (other than as a result of the Executive’s termination of employment under circumstances described in clauses (ii)(A), (ii)(B) and (ii)(C) of the last paragraph of Section 2(e) and the last paragraph of Section 2(g)) occurred on or after a Change in Control.
Payment by Company. The Company agrees to pay to the Trust Company, on or before the effective date of the termination of this Agreement:
(a) all accrued but unpaid fees or expenses of the Trust Company; and
(b) the Trust Company's published termination fee in effect as at the date of termination in order to provide for the Trust Company's expenses relating to subsequent enquiries and correspondence on behalf of the Company. The Company agrees that the amount provided for in paragraph (b) is reasonable in the circumstances.
Payment by Company. If the Executive is not entitled to the Severance Payment hereunder, the Company may elect to pay the Executive such Severance Payment at the times otherwise contemplated herein, and in such event the Executive will be bound by the covenants contained herein for so long as the Company makes such payments; provided that the Executive’s compliance with Section 7(b) is not conditioned on the Executive’s receipt of the Severance Payment. If the Company ceases to make any Severance Payments under this subsection (g), the Executive shall cease to be obligated to comply with the covenants contained in this Section 7 (other than Section 7(b)); provided that in all cases, Executive shall continue to be prohibited from directly or indirectly using or disclosing any trade secret of the Company.
Payment by Company. To the fullest extent permitted by applicable laws and regulations and provided always that the Beneficiary has acted in good faith and within his or her capacities as a Director or Officer of the Company, in the event that a Beneficiary shall not be indemnified for all the Expenses and Losses with respect to an Indemnifiable Claim due to (a) the failure of the Company to obtain or maintain the D&O Insurance Policy in accordance with this Offer, as well as if the maximum insurance coverage shall be exceeded, or (b) the failure of the D&O Insurance Policy to pay the Expenses or Losses, the Company shall pay in full to the Beneficiary the amount of any such Expenses and Losses to which the Beneficiary is entitled to be reimbursed or shall pay the difference between the amount received by the Beneficiary from the Insurance Company and such amount of reimbursement of the Expenses and Losses to which it is so entitled, as the case may be.
Payment by Company. In the event that this Agreement is terminated:
(i) by Parent pursuant to Section 7.1(f), then Company shall promptly, but in no event later than two business days after the date of such termination, pay Parent a fee equal to $8,350,000 in immediately available funds (the “Company Termination Fee”); or
(ii) (x) (I) by Parent pursuant to Section 7.1(b) provided that Company’s action or failure to act has been a principal cause of or resulted in the failure of the First Merger to occur on or before the Outside Date and such action or failure to act constituted a material breach of this Agreement or (II) by Parent or Company pursuant to Section 7.1(d) and (y) following the date hereof and prior to the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(d), as the case may be, any Acquisition Proposal with respect to Company shall have been publicly disclosed and not withdrawn and (A) within 12 months following the termination of this Agreement an Acquisition (as defined in Section 7.3(b)(iv)) of Company is consummated or (B) within 12 months following the termination of this Agreement Company enters into an agreement providing for an Acquisition of Company, then Company shall promptly pay Parent the Company Termination Fee, but in no event later than two business days after the first to occur of (A) or (B) (it being understood that only one Company Termination Fee shall be payable in the event that (A) and (B) both occur).
Payment by Company. The Company shall pay all bills presented by the Operator as provided in this CO&M Agreement on or before the fifteenth (15th) Day after the xxxx is received. If payment is not made within such time, the unpaid balance shall bear interest until paid at a rate (which shall in no event be higher than the maximum rate permitted by applicable law) equal to two percent (2%) per annum over the prime rate of Citibank, N.A. (or its successor) from time to time publicly announced and in effect. Payment by or on behalf of the Company shall not be deemed a waiver of the right to recoup any amount in question.
Payment by Company. Company shall remit to Competitive Supplier the Accounts Receivable Purchase Price on a timetable consistent with the average payment period, pursuant to the Company’s Terms and Conditions, Sec. 8B. The Company shall send a monthly “payment/adjustment” spreadsheet to each Competitive Supplier to notify the Competitive Supplier the amount at which the Company will purchase the Competitive Supplier’s Accounts Receivable. The payment to Competitive Suppliers shall be made monthly consistent with the combined average payment period of the Company’s Customer Classes. The Company agrees to pay the Competitive Supplier the Accounts Receivable Purchase Price. The amount at which the Company will purchase the Competitive Supplier’s Accounts Receivable will be calculated in the manner set forth in Section 8B of the Terms and Conditions. At the time the Competitive Suppliers’ Accounts Receivables are purchased, the Company will reclassify the Accounts Receivables from Competitive Supplier’s Accounts Receivables to a Company Accounts Receivable. Payment to Competitive Supplier shall, at Company’s option, be either by (a) Automated Clearing House (“ACH”) or (b) Electronic Funds Transfer (“EFT”). Except for the number of days provided in this section, Company reserves the right to modify the payment procedure under this Article to accommodate any Company operational and/or system changes upon DPU approval and thirty (30) days’ prior written notice to Competitive Supplier.
