Payments & Advances Clause Samples
Payments & Advances. 5.1. HOKU acknowledges receipt from TIANWEI of the prepayment of Fifteen Million U.S. Dollars (US$15,000,000) via wire transfer of immediately available funds (the “Initial Deposit”). TIANWEI Initials & Date ___________________________ HOKU Initials & Date ___________________________
5.2. HOKU acknowledges receipt from TIANWEI of an additional sum of Fifteen Million U.S. Dollars (US$15,000,000) (the “Second Deposit”) as an advance payment for Products to be delivered under this Agreement.
5.3. HOKU acknowledges receipt from TIANWEI of an additional sum of Ten Million U.S. Dollars (US$10,000,000) (the “Third Deposit”) as an advance payment for Products to be delivered under this Agreement.
5.4. HOKU acknowledges receipt from TIANWEI of an additional sum of Four Million U.S. Dollars (US$4,000,000), and TIANWEI agrees that it shall pay in cash to HOKU the additional sum of One Million U.S. Dollars (US$1,000,000) (collectively, the “Fourth Deposit” and together with the Second Deposit and the Third Deposit, the “Main Deposit”) as an advance payment for Products to be delivered under this Agreement. Payment of the Fourth Deposit shall be made when HOKU completes the shipment to TIANWEI of a cumulative aggregate of [*] metric tons of Products pursuant to Section 4 of this Agreement (including Products shipped in calendar year 2009).
5.5. HOKU acknowledges receipt from TIANWEI of an irrevocable stand-by letter of credit in substantially the form of Appendix 3 attached hereto (the “Letter of Credit”) by the issuing bank (the “Issuing Bank”) in the amount of the Main Deposit. The Letter of Credit shall be freely assignable by HOKU in connection with any assignment of this Agreement by HOKU pursuant to Section 14.4 below. Payment to HOKU of the Fourth Deposit shall be made by the Issuing Bank upon its receipt of written notice that TIANWEI has failed to make the payment of the Fourth Deposit. The Letter of Credit shall expire after the Main Deposit has been paid in full.
5.6. HOKU shall invoice TIANWEI at or after the time of each shipment of Products to TIANWEI. Taxes, customs and duties, if any, will be identified as separate items on HOKU invoices. All invoices shall be sent to TIANWEI’s address as provided herein. Payment terms for all invoiced amounts shall be [*] days from date of shipment. All payments shall be made in U.S. Dollars. Unless HOKU is entitled to retain the Total Deposit as liquidated damages pursuant to Section 11 below, shipments to TIANWEI sha...
Payments & Advances. Section
2.1 The Loan Section 2.2 Disbursements Section 2.3 Loan Repayment Section 2.4 Prepayment Section 2.5 Making of Payments Section 2.6 Late Payment Charge Section 2.7 Release on Payment in Full Section 2.8 Construction Escrow Account Section 2.9 Affiliate Payments
Payments & Advances. 5.1. HOKU acknowledges that as of the date of this Agreement, SOLARFUN has provided HOKU with a deposit of Eleven Million U.S. Dollars (US$11,000,000) via wire transfer of immediately available funds (the "FIRST DEPOSIT") as advance payment for Products to be delivered under this Agreement.
5.2. SOLARFUN shall pay in cash to HOKU the additional sum of Forty-Four Million U.S. Dollars (USD $44,000,000.00) (the "MAIN DEPOSIT") as an advance payment for Products to be delivered under this Agreement in accordance with the payment schedule set forth below.
5.2.1. Nineteen Million U.S. Dollars ($19,000,000) of the Main Deposit (the "SECOND DEPOSIT") shall be paid to HOKU on September 30, 2008 (the "SECOND DEPOSIT DATE"); provided, however, that the Second Deposit Date shall be extended until such time as HOKU has completed the Financing.
5.2.2. Provided that this Agreement has not been terminated pursuant to Section 9.3, Twenty Million U.S. Dollars (USD $20,000,000) of the Main Deposit (the "THIRD DEPOSIT") shall be paid to HOKU on March 31, 2009 (the "THIRD DEPOSIT DATE"); provided, however, that the Third Deposit Date shall be extended until such time as HOKU has completed the Financing (unless this Agreement has been terminated pursuant to Section 9.3).
5.2.3. Provided that this Agreement has not been terminated pursuant to Section 9.3, Five Million U.S. Dollars (USD $5,000,000.00) of the Main Deposit (the "FOURTH DEPOSIT") shall be paid to HOKU on March 31, 2010 (the "FOURTH DEPOSIT DATE"); provided, however, that the Fourth Deposit Date shall be extended until such time as HOKU has completed the Financing (unless this Agreement has been terminated pursuant to Section 9.3).
Payments & Advances. Prior to the Conversion Date, the Borrowers may from time to time make prepayments of principal without premium or penalty, provided that on or after April 1, 1999, interest on the amount prepaid, accrued to the prepayment date, shall be paid on such prepayment date shall accompany such prepayment. The Borrowers may not reborrow any amounts paid or prepaid on the Revolving Credit Note on or after March 31, 1999. All payments and prepayments shall be made in lawful money of the United States of America. All outstanding principal of and unpaid accrued interest on the Revolving Credit Note not previously paid hereunder shall be due and payable at final maturity on March 31, 2004, unless such final maturity shall be extended by the Bank in writing or accelerated pursuant to the terms hereof. After maturity (whether by acceleration or otherwise) the Revolving Credit Note shall bear interest at the Default Rate, payable on demand. Interest shall be calculated on the basis of a year of 365 days but assessed for the actual number of days elapsed in each accrual period. The $20,000,000 Revolving Credit Note shall constitute a replacement, extension and modification of the $12,000,000 Revolving Credit Note annexed as Exhibit A to the December 16, 1996 Third Modification to the Third Amendment and that certain interim supplemental note from ECS dated April 1, 1997 in the original principal amount of $500,000 (the "Interim Note"), which such prior $12,000,000 Revolving Credit Note had an outstanding principal balance of $8,800,000.00 as of the Closing Date and the Interim Note had an outstanding principal balance of $430,307.00 as of April 15, 1997. Notwithstanding the original stated principal amount of the Revolving Credit Note, in no event shall the outstanding and unpaid principal amount advanced thereon exceed $13,897,000 until May 31, 1997 (the "Initial Redetermined Borrowing Base") without the express prior written consent of the Bank.
Payments & Advances. During the applicable Contract Period, HSWI shall pay World Book non-refundable advances towards the Royalties in the amounts set forth below ( “Payments/Advances”): [*] $[*] [*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] [*] $[*] [*] $[*] [*] $[*] TOTAL $[*] World Book will submit invoices to HSWI for the Payments/Advances at least [*] ([*]) days prior to the due date of such Payment/Advance, with the exception of the first payment which shall be due [*]. No Royalty payments will be due until the amount of the Royalties exceed the amount of the Payments/Advances described above for the development and delivery of the Affinities and Content licensed hereunder, and then Royalties will only be owed for any Royalties in excess of the amount of the Payments/Advances, as further detailed in the following Sub-Section. If, subsequent to the Effective Date and prior to the end of 2009, HowStuffWorks, Inc. enters into one or more new agreements or modifies an existing agreement with World Book to license content with guaranteed payment obligations in such new agreement or in such modification totaling at least [*] dollars ($[*]) in additional fees, then each of HSWI’s [*], and [*], [*] shall be reduced from $[*] to $[*]. Nothing paid in Contract Period 1 pursuant to the [*], as amended shall be used to calculate guaranteed payment obligations hereunder. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Payments & Advances. 5.1. Immediately upon signing this Agreement, SOLARFUN shall provide HOKU with a deposit of One Million U.S. Dollars (US$1,000,000) via wire transfer of immediately available funds (the “First Deposit”) as advance payment for Products to be delivered under this Agreement.
5.2. On or before December 28, 2007, SOLARFUN shall provide HOKU a second cash deposit of Nine Million U.S. Dollars (US$9,000,000.00) (the “Second Deposit, and together with the First Deposit, the “Initial Deposit”) as advance payment for Products to be delivered under this Agreement.
5.3. SOLARFUN shall pay in cash to HOKU the additional sum of Forty-Five Million U.S. Dollars (USD $45,000,000.00) (the “Main Deposit”) as an advance payment for Products to be delivered under this Agreement in accordance with the payment schedule set forth below.
5.3.1. Forty-Four and one-half percent (44.5%) of the Main Deposit (USD $20,000,000.00) (the “Third Deposit”) shall be paid to HOKU on September 30, 2008 (the “Third Deposit Date”).
5.3.2. Forty-Four and one-half percent (44.5%) of the Main Deposit (USD $20,000,000) (the “Fourth Deposit”) shall be paid to HOKU on March 31, 2009 (the “Fourth Deposit Date”).
5.3.3. Eleven percent (11%) of the Main Deposit (USD $5,000,000.00) (the “Fifth Deposit”) shall be paid to HOKU on March 31, 2010 (the “Fifth Deposit Date”).
Payments & Advances. 6.1. HOKU acknowledges that as of the date of this Agreement, SUNTECH has provided HOKU with an initial deposit of Two Million U.S. Dollars (US$2,000,000.00) (the “Initial Deposit”) as advance payment for Products to be delivered under this Agreement.
6.2. Subject to HOKU’s completion of the Initial Financing, SUNTECH shall pay in cash to HOKU the additional sum of Forty-Five Million U.S. Dollars (US$45,000,000.00) (the “Main Deposit”) as an advance payment for Products to be delivered under this Agreement in accordance with the milestone schedule set forth below.
6.2.1. [*] of the Main Deposit (the “[*] Installment”) shall be paid to HOKU within fifteen (15) Business Days after HOKU’s successful completion of one [*] (as defined in the next sentence) and HOKU’s delivery to SUNTECH of an Officer’s Compliance Certificate dated as of the date of such completion. For purposes of this Agreement, a “[*]” means [*]. SUNTECH understands that the [*] is not meant to produce solar purity polysilicon. SUNTECH shall, at its expense, attend the [*]. SUNTECH may, at its option and expense, invite a third party technical advisor to attend the [*] with or in lieu of SUNTECH. HOKU shall provide written notice to SUNTECH no less than ten (10) Business Days prior to the [*]. Any third party technical advisor that SUNTECH requests to view the [*] must not be a Hoku Competitor, and must sign a reasonable confidentiality agreement prior to participating in the [*]. Upon completion of the [*], HOKU and SUNTECH shall sign the [*] Certificate attached hereto as Appendix 5 (the “[*] Certificate”) to indicate whether or not the [*] was successfully completed.
6.2.2. [*] of the Main Deposit (the “[*] Installment”) shall be paid to HOKU within fifteen (15) Business Days after HOKU’s successful completion of the “[*]” (as defined below) and HOKU’s delivery to SUNTECH of an Officer’s Compliance Certificate dated as of the date of such completion. For purposes of this Agreement, a “[*]” means [*]. SUNTECH shall, at its expense, attend the [*]. SUNTECH may, at its option and expense, invite a third party technical advisor to attend the [*] with or in lieu of SUNTECH. HOKU shall provide written notice to SUNTECH no less than ten (10) Business Days prior to the [*]. Any third party technical advisor that SUNTECH requests to view the [*] must not be a HOKU Competitor, and must sign a reasonable confidentiality agreement prior to participating in the [*]. Upon completion of the [*], HOKU and...
Payments & Advances. 5.1. HOKU acknowledges that as of the date of this Agreement, SOLARFUN has provided HOKU with a deposit of Eleven Million U.S. Dollars (US$11,000,000) via wire transfer of immediately available funds (the “First Deposit”) as advance payment for Products to be delivered under this Agreement.
5.2. SOLARFUN shall pay in cash to HOKU the additional sum of Forty-Four Million U.S. Dollars (USD $44,000,000.00) (the “Main Deposit”) as an advance payment for Products to be delivered under this Agreement in accordance with the payment schedule set forth below.
5.2.1. Nineteen Million U.S. Dollars ($19,000,000) of the Main Deposit (the “Second Deposit”) shall be paid to HOKU on September 30, 2008 (the “Second Deposit Date”).
5.2.2. Twenty Million U.S. Dollars (USD $20,000,000) of the Main Deposit (the “Third Deposit”) shall be paid to HOKU on March 31, 2009 (the “Third Deposit Date”).
5.2.3. Five Million U.S. Dollars (USD $5,000,000.00) of the Main Deposit (the “Fourth Deposit”) shall be paid to HOKU on March 31, 2010 (the “Fourth Deposit Date”).
Payments & Advances. 5.1. Immediately upon signing this Agreement, SOLARFUN shall provide HOKU with a deposit of One Million U.S. Dollars (US$1,000,000) via wire transfer of immediately available funds (the "FIRST DEPOSIT") as advance payment for Products to be delivered under this Agreement.
5.2. On or before December 28, 2007, SOLARFUN shall provide HOKU a second cash deposit of Nine Million U.S. Dollars (US$9,000,000.00) (the "SECOND DEPOSIT, and together with the First Deposit, the "INITIAL DEPOSIT") as advance payment for Products to be delivered under this Agreement.
5.3. SOLARFUN shall pay in cash to HOKU the additional sum of Forty-Five Million U.S. Dollars (USD $45,000,000.00) (the "MAIN DEPOSIT") as an advance payment for Products to be delivered under this Agreement in accordance with the payment schedule set forth below.
5.3.1. Forty-Four and one-half percent (44.5%) of the Main Deposit (USD $20,000,000.00) (the "THIRD DEPOSIT") shall be paid to HOKU on September 30, 2008 (the "THIRD DEPOSIT DATE").
5.3.2. Forty-Four and one-half percent (44.5%) of the Main Deposit (USD $20,000,000) (the "FOURTH Deposit") shall be paid to HOKU on March 31, 2009 (the "FOURTH DEPOSIT DATE"). SOLARFUN Initials & Date /s/ WS November 15, 2007 HOKU Initials & Date /s/ DS November 19, 2007 ------------------------ ------------------------
5.3.3. Eleven percent (11%) of the Main Deposit (USD $5,000,000.00) (the "FIFTH DEPOSIT") shall be paid to HOKU on March 31, 2010 (the "FIFTH DEPOSIT DATE").
Payments & Advances. 5.1. The price of the Product (the “Purchase Price”) in each Year per kg shall be as set out in Appendix 1.
5.2. Within fifteen (15) Business days after the Effective Date, ESLR shall provide NITOL a deposit of Ten Million U.S. Dollars ($10,000,000) with a further deposit payment of US$5,000,000 within 15 days of [****] (together the “Deposit”) as advance payment for Products to be delivered under this Agreement. The total amount of the Deposit shall be divided equally by the number of kilograms of Product to be delivered by NITOL during the term of this Agreement and that amount multiplied by the number of kilograms of Product delivered and accepted shall be allocated as payment for that shipment.
5.3. NITOL shall invoice ESLR at or after the time of delivery of each shipment of Products to ESLR specifying the quantity of Product delivered in the shipment, the Purchase Price of the Product delivered and the amount of the Deposit applied to the Purchase Price and the amount of any surplus over or any shortfall in the payment of the Purchase Price of the relevant shipment of Product. Taxes, customs and duties, if any, will be identified as separate items on NITOL invoices. All invoices shall be sent to ESLR in accordance with section 12.4.
5.4. In the case of any shortfall between the Purchase Price payable for the relevant Shipment of Product and the amount of Deposit to be offset against it, ESLR shall make a balancing payment (the “Balancing Payment”) to NITOL by wire transfer equal to the difference between the Purchase Price of the Shipment of Product delivered and the amount of any Deposit applied to the Purchase Price of that Shipment of Product. Any such Balancing Payment shall be made in full in US Dollars [****] calendar days of the date of receipt of NITOL’s invoice. If the Deposit to be offset against a Shipment of Product exceeds the relevant Purchase Price payable, the excess shall be carried forward and applied to reduce the next Balancing Payment payable by ESLR
5.5. The Purchase Price for the Product does not include any excise, sales, use, import, export or other similar taxes, such taxes will not include income taxes or similar taxes, which taxes will be invoiced to and paid by ESLR, provided that ESLR is legally or contractually obliged to pay such taxes. NITOL and ESLR will work together to eliminate the possibility of taxes, but if there are any assessed, NITOL shall promptly remit to ESLR in full any such taxes paid by ESLR which are ...