Payments by Company. Company shall pay all charges from Operator in accordance with Section 3.05 of the Agreement.
Payments by Company. The Company agrees that, except as disclosed in the Prospectus, neither the Sponsor nor any Insider or employee, nor any affiliate of the Sponsor or any Insider or employee of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to the Sponsor for certain secretarial and administrative support services provided to the Company and other expenses and obligations of the Sponsor as may be reasonably required by the Company for a total up to $10,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; repayment of the overfunding loans, which are non-interest bearing and unsecured loans in the amount of $5,000,000 (and up to an additional $750,000 if the underwriter’s over-allotment option is exercised in full) (the “Overfunding Loans”); repayment of extension loans in an amount up to an aggregate of $5,000,000 (or up to $5,750,000 if the underwriter’s over-allotment option is exercised in full) (the “Extension Loans”) and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination (the “Working Capital Loans”); provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such Overfunding Loans, Extension Loans or Working Capital Loans so long as no proceeds from the Trust Account are used for such repayment. The Overfunding Loans will be convertible into ordinary shares of the post-Business Combination entity at a price of $10.00 per share or repaid in cash upon the closing of the initial Business Combination, at the option of the Sp...
Payments by Company. If the Company shall find that any person to whom any amount is or was payable hereunder is unable to care for Employee's affairs because of illness or accident, or is a minor, or has died, then the Company, if it so elects, may direct that any payment due him or Employee's estate (unless a prior claim therefor has been made by a duly appointed legal representative) or any part thereof be paid or applied for the benefit of such person or to or for the benefit of such person's spouse, children or other dependents, an institution maintaining or having custody of such person, any other person deemed by the Company to be a proper recipient on behalf of such person otherwise entitled to payment, or any of them in such manner and proportion as the Company may deem proper. Any such payment shall be in complete discharge of the liability of the Company therefor.
Payments by Company. (a) All payments to be made by Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Company shall be made to Administrative Agent for the account of Lenders at Administrative Agent's Payment Office, and shall be made in dollars and in immediately available funds, no later than 1:00 p.m. (New York time) on the date specified herein. Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by Administrative Agent later than 1:00 p.m. (New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.
(b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.
(c) Unless Administrative Agent receives notice from Company before the date on which any payment is due to Lenders that Company will not make such payment in full as and when required, Administrative Agent may assume that Company has made such payment in full to Administrative Agent on such date in immediately available funds and Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Company has not made such payment in full to Administrative Agent, each Lender shall repay to Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.
Payments by Company. 8.2.1 In consideration of the provision by the Council of the Council Assets, ICT System, Council Services and the Premises Licence, the Company shall pay the Company Annual Fee.
8.2.2 The Company Annual Fee shall be computed by the Council reflecting arm's length principles, and include an appropriate level of profit.
8.2.3 The Company Annual Fee for the first Contract Year of this Agreement shall be £611,289 (plus VAT) which is the pro-rated sum for the first Contract Year as set out in the Business Budget.
8.2.4 The Company Annual Fee for each subsequent year shall be reviewed and agreed between the Parties as part of the annual process to agree the Business Plan. The review will include (among other things) any requirement for a change to the Council Services, Council Assets, ICT System and/or Premises Licence which has an impact on the Company Annual Fee provided that in the event of the Parties failing to reach agreement not later than 30 days before the beginning of each Contract Year each year the matter shall be determined by the disputes resolution process set out in clause 43 and until the matter has been resolved the Company Annual Fee for the previous year shall apply and shall be paid by the Company in accordance with this clause 8.2.
8.2.5 The Council shall submit VAT invoice(s) to the Company on the first Working Day of each calendar Month detailing the relevant assets and services to be provided by the Council during the following calendar Month and the amount payable. The sum shall be 1/12th of the Company Annual Fee and pro-rated for any Contract Year less than 12 (twelve) Months.
8.2.6 The Council shall submit a quarterly reconciliation invoice or credit note within ten (10) Working Days of the end of the respective quarter to reflect the actual cost of the relevant assets and services provided by the Council in the preceding quarter and a final annual reconciliation invoice or credit note by 15 April each year.
8.2.7 The Company shall pay the sums due to the Council in accordance with clauses 8.2.5 and 8.2.6 above in cleared funds within ten (10) Working Days of receipt of invoices submitted monthly in advance and in respect of the quarterly reconciliation invoice or credit note the Company shall pay sums due to the Council in cleared funds within ten (10) Working Days of invoices submitted quarterly in arrears or to make the necessary credit as appropriate.
8.2.8 The Council shall use its reasonable endeavours to ensure any unforeseen...
Payments by Company. The Company will make all payments of interest on and principal of the Advances and fees and other payments due under this Agreement or any other Loan Document in immediately available funds to Agent, at the office specified by Agent from time to time, for the ratable benefit of the Lenders or the holders of the Notes as provided in this Agreement. Notwithstanding the foregoing, all fees payable to the Agent with respect to its services hereunder shall be payable by the Company for the sole benefit of the Agent. Unless otherwise requested in writing by the Company, the Agent will fund payments as set forth in the next sentence. The Company authorizes the Agent to fund payments of interest, fees, costs and expenses and other amounts due the Agent or any Lender under this Agreement or any of the Loan Documents by charging such amount against the Company's account specified in Section 2.3(a), or if sufficient funds are not available in such account, then as a Floating Rate Advance.
Payments by Company. Any moneys paid by the Company pursuant to Section 4.3 of the Financing Agreement and furnished by the Trustee to the Tender Agent for purchase of tendered Bonds shall be deposited by the Tender Agent in the Company Purchase Account which the Tender Agent shall use to reimburse the Bank for drawings under the Letter of Credit for such purpose.
Payments by Company. The Company agrees that, except as disclosed in the Prospectus, neither the Sponsor nor any Insider or employee, nor any affiliate of the Sponsor or any Insider or employee of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).
Payments by Company. In consideration of LR hereby granting the Exclusive License to the Company, it hereby agrees to make the following payments to LR:
7.6.1 Xxx Xxxxxxx xxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$150,000) — immediately upon the execution of this Agreement by LR and Xxxxxxxxx and the execution of the Related IP and Supply Agreements by all the parties thereto;
7.6.2 Fifty Thousand United States Dollars (US$50,000) — on the first anniversary of the later of the execution of this Agreement by the parties and the date of execution of the Related IP and Supply Agreements by all the parties thereto (the later of such dates being referred to as the “Relevant Date”);
7.6.3 Fifty Thousand United States Dollars (US$50,000) — eighteen (18) months after the Relevant Date;
7.6.4 Fifty Thousand United States Dollars (US$50,000) — upon first filing for registration of the Company’s Debridase-based product with the FDA (US) or with the equivalent European authorities, if filed in a Western European country; and
7.6.5 One Thousand United States Dollars (US$100,000) — upon first approval for registration of the Company’s Debridase-based product by the FDA (US) or by the equivalent European or Japanese authorities, if approved in a Western European country or Japan.
7.6.6 The Company shall reimburse LR for expenses related to the registration of IP that shall be assigned to the Company, that have occurred since January 2000, and until the signing of this agreement, against proper documentation.
Payments by Company. The Company agrees that it will not, and will not permit any of its Subsidiaries to, in connection with the sale or other Disposition of, or collection on, the Collateral upon the exercise of remedies by the Second Priority Collateral Trustee or any other Second Priority Claimholder, transfer, deliver or pay, as applicable, to the Second Priority Collateral Trustee or any other Second Priority Claimholder, the Collateral or any proceeds of Collateral, unless and until a Discharge of First Priority Obligations has occurred.
