Payments by the Buyer Sample Clauses

Payments by the Buyer. At the Closing, by wire transfer (or other method of delivery as may be agreed) of immediately available funds:
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Payments by the Buyer. In connection with the foregoing provisions of this Article X, the Buyer shall pay, for or on behalf of the Seller, all of the payments required under Contracts and all liabilities and obligations relating to the Claims against the Encumbered Assets (as such Claims exist as of the date hereof), when and as the same become due and payable. Such payments shall be made, where possible and practicable, directly by the Buyer to the applicable lessor, vendor or other party entitled to such payments for the account of and on behalf of the Seller. Where such direct payments to lessors, vendors or such other parties are not possible or practicable, the Seller shall make such payments and the Buyer shall reimburse the Seller therefor. In addition to the foregoing, the Buyer shall reimburse the Seller for the wages and benefits (including accrued vacation and severance payments, as applicable) of those employees listed on Schedule 2.11 hereof whose services are provided by the Seller to the Buyer pursuant to Section 10.02 hereof. Reimbursement by the Buyer for items paid by the Seller shall commence on the fourteenth (14th) day after the date of execution of this Agreement and shall be made each fourteenth (14th) day thereafter, with a final reimbursement payment to be made at the Closing. Each such reimbursement payment shall be made in respect of the period ending seven (7) days prior to the date on which the payment is to be made. Not less than three (3) days prior to each such reimbursement payment date, the Seller shall provide the Buyer with a statement setting forth the amount due to be paid by the Buyer to the Seller as reimbursement hereunder and setting forth in reasonable detail the calculation of such amount. The Seller shall keep books and records adequate to establish the amount of any reimbursement payments hereunder and shall make the same available for inspection and audit by the Buyer or its representatives at all reasonable times.
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Payments by the Buyer. Any payment to be made by the Buyer hereunder to the Selling Interest Holders or to the Member Representative shall be made by wire transfer of immediately available funds to the Member Account.
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Payments by the Buyer. At the Closing, subject to any withholding required by the Vermont Department of Taxes or the Vermont Department of Labor pursuant to Section 7.2(h), and subject to Sections 7.2(k) and 7.2(l), the Buyer shall pay the Purchase Price less the Indemnity Escrow Amount (which shall be paid to the Escrow Agent) by wire transfer of immediately available funds to Sellers.
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Payments by the Buyer. (i) the Buyer shall deliver to the Common Stockholders to be allocated among the Common Stockholders as set forth on EXHIBIT A-1 an aggregate amount equal to the Common Stock Purchase Price (subject to adjustment under Sections 1.05 hereof) less that portion of the Escrow Fund (as defined below) allocated to the Common Stockholders as set forth in EXHIBIT A-1;
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Payments by the Buyer. The Buyer shall pay, or cause to be paid, the following amounts at the Closing, in each case by wire transfer of immediately available funds: (i) an amount equal to the Estimated Purchase Price to the Seller, to the account designated in the Estimated Closing Statement; (ii) the Seller Expenses, to the Persons and accounts designated in the Estimated Closing Statement (it being understood that any Seller Expenses payable to former or current Employees, officers, managers, and directors of the Company shall be first paid to the Company, and then paid to such recipients through the Company’s payroll processes (net of any applicable withholding Taxes)); and (iii) the Estimated Closing Indebtedness with respect to debt for borrowed money to each applicable creditor or payee to whom any such Closing Indebtedness will be owing as of the Closing, in accordance with the terms of the payoff letters delivered pursuant to Section 6.1(c). (d)
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Payments by the Buyer. If this Contract is terminated by the Buyer pursuant to Clause 33.1(a) (Termination by the Buyer) or by the Supplier pursuant to Clause 33.3(a) (Termination by the Supplier), the Buyer shall pay the Supplier the following payments (which shall be the Supplier's sole remedy for the termination of this Contract): the Termination Payment; and the Compensation Payment, if either of the following periods is less than three hundred and sixty-five (365) days: the period from (but excluding) the date that the Termination Notice is given (or, where Paragraph 2.1(a) of Part D of Schedule 7.1 (Charges and Invoicing) applies, deemed given) by the Buyer pursuant to Clause 33.1(a) (Termination by the Buyer)) to (and including) the Termination Date; or the period from (and including) the date of the non-payment by the Buyer referred to in Clause 33.3(a) (Termination by the Supplier) to (and including) the Termination Date. If this Contract is terminated (in part or in whole) by the Buyer pursuant to Clauses 33.1(b), 33.1(c) and/or 33.2 (Termination by the Buyer), or the Term expires, the only payments that the Buyer shall be required to make as a result of such termination (whether by way of compensation or otherwise) are: payments in respect of any Assets or apportionments in accordance with Schedule 8.5 (Exit Management); and payments in respect of unpaid Charges for Services received up until the Termination Date. The costs of termination incurred by the Parties shall lie where they fall if: either Party terminates or partially terminates this Contract for a continuing Force Majeure Event pursuant to Clauses 33.1(c) or 33.2(b) (Termination by the Buyer) or 33.3(b) (Termination by the Supplier); or the Buyer terminates this Contract under Clause 33.1(d) (Termination by the Buyer).
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Related to Payments by the Buyer

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

  • Payments by the Borrower The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

  • Payments by the Agent Unless specifically allocated to a Bank Investor pursuant to the terms of this Agreement, all amounts received by the Agent on behalf of the Bank Investors shall be paid by the Agent to the Bank Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) in accordance with their respective related pro rata interests in the Net Investment on the Business Day received by the Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the Bank Investors on such Business Day, but, in any event, shall pay such amounts to the Bank Investors in accordance with their respective related pro rata interests in the Net Investment not later than the following Business Day.

  • Payments by the Borrowers The applicable Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

  • Certain Additional Payments by the Company (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller the following:

  • Late Payments by the Corporation The amount of all or any portion of any Exchange Payment not made to any Partner when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Exchange Payment was due and payable.

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • Payments by the Banks to the Agent (a) Unless the Agent receives notice from a Bank on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Bank will not make available as and when required hereunder to the Agent for the account of the Company the amount of that Bank's Pro Rata Share of the Borrowing, the Agent may assume that each Bank has made such amount available to the Agent in immediately available funds on the Borrowing Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Company such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of the Agent submitted to any Bank with respect to amounts owing under this subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank's Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Borrowing Date, the Agent will notify the Company of such failure to fund and, upon demand by the Agent, the Company shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing.

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