Supply Price The Initial Term “Supply Price” for the “Monthly Fixed Price Volume” set forth on Exhibit A shall be $[______]/MWh for the first [***] years of the Initial Term, and thereafter shall be the then-current market price as mutually agreed by Customer and Supplier prior to the end of the [***] year. The Extension Term Supply Price, if any, will be the then-current market price as mutually agreed by Customer and Supplier prior to entering into the Extension Term. Supplier and Customer may agree to fix the Supply Price for one or more periods during the Term that individually and in total are shorter than the full Term. Exhibit A sets forth the hourly delivery volume for which the Energy Price will be fixed during each month of the Term to take into account the phase-in of the facility which is expected to progress at a rate of approximately [***]MW per month (the “Monthly Fixed Price Volume”). Supplier represents that Supplier has used commercially reasonable efforts to set such Supply Price at approximately [***]% discount to the forward price at which Supplier xxxxxx its delivery obligations under this Transaction Confirmation with respect to any financial or physical energy supply arrangement intended to cover the Monthly Fixed Price Volume, the settlement index (ERCOT North Load Zone), and this Transaction Confirmation term. The [***]% discount shall be revised to take into account any physical or software limitations originating from Customer and limiting Supplier’s ability to curtail 100% of the load at the Data Center. Exhibit A also sets forth the minimum load that Customer has designated as not subject to economic curtailment (“Non-Curtailable Load”), which represents, among other things, the Motor Control Center (MCC), and other essential server and administrative load. Customer and Supplier can, in the context of the immediately preceding sentence, agree on a lesser than [***]% discount with respect to the Supply Price to account for Supplier’s incremental cost of providing a fixed Supply Price for Non-Curtailable Load.
Payment of the Purchase Price 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth:
(a) its good faith and reasonable best estimates of:
(i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and
(ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and
(b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”).
4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price
(a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and
(b) less the Aggregate Initial Principal Balance of the Notes.
4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount
(a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000;
(b) plus the Estimated Cash;
(c) less the Unpaid Transaction Expenses;
(d) less the Cash Purchase Price;
(e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and
(f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement.
4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8.
4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt.
4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer.
4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in other currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.
Contract Amount and Payment for Services The total amount of this Contract shall not exceed $436,091.00, as provided for in Attachment B – Budget.
Expense Accrual and Payment Services (1) For each valuation date, calculate the expense accrual amounts as directed by the Trust as to methodology, rate or dollar amount.
(2) Process and record payments for Fund expenses upon receipt of written authorization from the Trust.
(3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Trust.
(4) Provide expense accrual and payment reporting.
Administrative Support Service Fees Within forty-five (45) days of the end of each calendar quarter, the Fund will make payments in the aggregate amount of 0.0625% (0.25% on an annual basis) of the average during that calendar quarter of the aggregate net asset value of the Shares computed as of the close of each business day (the "Service Fee"). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.
Payment of GST Payment of the additional amount will be made at the same time as payment for the supply is required to be made under this Contract.
Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.
Adjustments to the Shares The Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 2.
Calculation and Payment of Additional Rent Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1, below, and as Additional Rent, Tenant’s Share of Direct Expenses for each Expense Year.
Payment of Purchase Price The Purchase Price shall be paid as follows:
