Payments by the Purchaser. (a) On any Payment Date, the Purchaser shall pay in accordance with the terms of this Agreement: (i) all accrued but unpaid interest on the Notes and (ii) any principal payments due with respect to the Notes, if any.
(b) Any interest or principal that has not been paid when due shall accrue interest at a rate per annum equal to the Interest Rate from and including, for each such amount, the Payment Date therefor, up to but excluding the date on which each such amount is actually paid.
(c) All payments required to be made by the Purchaser with respect to this Article III shall be made: (i) by wire transfer of immediately available funds and/or the transfer of marketable securities (valued at their fair market value) not later than 1:00 p.m., Chicago time, and (ii) to the account of the Seller, or to such other account as the Seller may have most recently designated in writing for such purpose by notice to the Purchaser.
(d) The Purchaser and any agent of the Purchaser may treat the Person in whose name any Note is registered on the Note Register as the owner of such Note on the applicable Record Date for the purpose of receiving payments of principal and interest on such Note and on any other date for all other purposes whatsoever (regardless of whether such payment is overdue), and neither the Purchaser nor any agent of the Purchaser shall be affected by notice to the contrary.
Payments by the Purchaser. In the event that the transactions contemplated by this Agreement are not consummated by the Purchaser, the Purchaser shall pay to Chiron the sum of $15 million in cash as a termination fee, unless the reason the transactions have not been consummated is based on any of the following: (i) a termination of this Agreement by Chiron under Section 8.1.3 or 8.1.4 or because of a failure of the condition set forth in Section 7.3.3 or (ii) a termination by the Purchaser either under Section 8.1.7 or 8.1.9, or because of a failure of the condition set forth in Section 7.2.3.
Payments by the Purchaser. At the Closing, the Purchaser shall pay the following amounts, with each payment to be made by wire transfer of immediately available funds unless otherwise designated in writing by the payee thereof:
(i) to the Escrow Agent, an amount equal to the Escrow Amount;
(ii) to each Seller, to an account designated in writing by such Seller or by the Seller Representative at least two (2) Business Days prior to the Closing, an amount equal to (A) such Seller’s percentage of the Purchase Price determined in accordance with the allocation set forth on Section 2.02 of the Disclosure Schedule (the “Purchase Price Allocation”) minus (B) the amount of such Person’s Pro Rata Escrow Amount; and
(iii) to the Company, (A) the Debt Payoff Amount, (B) the Transaction Expenses of the Company for which written notices of amounts thereof were received at least one (1) Business Day prior to the Closing (“Notified Transaction Expenses”), and (C) the Non-Participating Bonus Amounts. Notwithstanding the foregoing, the Purchaser may advise the Company that it wishes to use all or a portion of any Cash of the Company or any Subsidiary on hand immediately prior to the Closing towards payment of any of the items set forth in this 2.04(a)(iii), in which event the aggregate amount that the Purchaser shall be obligated to pay pursuant to this Section 2.04(a)(iii) shall be correspondingly reduced but (y) such reduction shall not affect any required payments by the Company or any Subsidiary pursuant to Section 2.04(b) and (z) the respective dollar amounts set forth in this Section 2.04(a)(iii) shall not be reduced for purposes of any other calculation required by this Agreement, including the calculation of the Purchase Price. In the event the Purchaser believes that any withholding for Taxes may be required with respect to amounts payable to the Sellers, the Purchaser shall notify the Sellers at least thirty (30) days prior to the Closing Date (accompanied by a reasonable explanation), in which case the Sellers shall be afforded a reasonable opportunity to establish and claim prior to the Closing Date any available exemptions permitted by applicable Law, and the Purchaser shall use commercially reasonable efforts to cooperate with such efforts to the extent necessary to establish or claim such exemption. In the event an exemption with respect to any such withholding Tax cannot be established to the Purchaser’s reasonable good faith satisfaction at least seven (7) days prior to the Closing ...
Payments by the Purchaser. If the Final Closing Consideration calculated pursuant to Section 2.5(b)(v) is greater than the Estimated Closing Consideration, the (i) Purchaser shall, within two (2) Business Days after determination of the Final Closing Consideration, deliver to the Representative cash in the amount of such excess (after deducting the aggregate amount of any fees, costs and expenses of the Settlement Arbitrator that are payable by the Sellers pursuant to Section 2.5(b) above; provided, that the Purchaser shall concurrently pay the full amount owed to the Settlement Arbitrator), and (ii) the Purchaser and the Representative shall, within two (2) Business Days after the determination of the Final Closing Consideration, jointly instruct the Escrow Agent in writing to release to the Representative the entire balance of the Adjustment Escrow Account (to the account designated by the Representative in the Escrow Agreement).
Payments by the Purchaser. The Purchaser shall repay all of the outstanding BOA Debt on or before the first anniversary of the Closing Date. The Purchaser shall repay all of the outstanding Shareholder Debt as follows: (i) $35,000 on or before the first annual anniversary of the Closing Date, (ii) $40,000 on or before the second annual anniversary of the Closing Date, and (iii) third $40,000 on or before the third annual anniversary of the Closing Date.
Payments by the Purchaser. Restriction on payments other than on Monthly Settlement Dates
4.1 No amounts may be withdrawn, and no payments may be made, from any Purchaser Account on any day other than a Monthly Settlement Date except, prior to the occurrence of a Servicer Default, Event of Default or Intramonth Payment Cash 14 DeltaView comparison of iManageDeskSite://LONDON/Legal/1325897/21 and iManageDeskSite://LONDON/Legal/1325897/52. Performed on 17/12/2007. Trapping Event which is continuing, other than in the circumstances, and subject to the terms and conditions, specifically provided for in the Transaction Documents in particular, without limitation, no amounts may be withdrawn from Purchaser Account 2 except in accordance with Clause 4.2 or, as applicable, Clause 11 (Application of Proceeds) of the Security Agreement. Where any such withdrawal or payment is permitted, the Funding Agent agrees that the amount in question shall be released from the security created by the Security Agreement upon that payment being made.
4.2 On each Settlement Date, the Funding Agent shall arrange for the Purchaser to apply the amounts standing to the credit of Purchaser Account 2 or, prior to the date on which1 and Purchaser Account 2 is established and fully operational, Purchaser Account 1,2, in paying or providing for the following amounts (together with any applicable VAT) which are then due and payable or which will become due and payable prior to the next Monthly Settlement Date in the following order of priority:
(a) to the Lender:
(i) if the Lender is Calyon S.A., London Branch, (Ai) in payment of the accrued and unpaid Interest on the Net Advances for the related Interest Period and (Bii) in payment of the Commitment Fee for the related Interest Period; and
(ii) if the Lender is a Conduit Assignee (A) in payment of the Costs of Funds of the Conduit Assignee for the related Interest Period and (ii) in payment of the Non- Utilization Fee of the Back Up Liquidity Line for the related Reporting Period;
(b) if CL or any of its Affiliates is not then the Servicer, to the Servicer in payment of the accrued and unpaid Servicing Fee payable on that Settlement Date;
(c) to the Lender, in repayment and reduction of the Net Advances then due and payable;
(d) to the Funding Agent, the Administrative Agent, the Calculation Agent, the Lender or any other Person who is entitled to any such payment, in payment of any other Aggregate Unpaids (other than Net Advances, Interest and Servicing Fee) owed b...
Payments by the Purchaser. Time for payment of any or all amounts by the Purchaser shall be the essence of this agreement. ALL THAT the piece and parcel of land measuring an area of 9 (Nine) Cottahs,2 (Two)Chittaks 38 (Thirty Eight) Square Feet be the same a little more or less which includes the common passage for free egress and ingress for laying drain pipes, filtered and unfiltered water pipes and electric cable underneath the said common passage being Xxxx Xx.00 of the Surplus land in Calcutta Improvement Scheme No. XV(C) formed out of portion of old premises xx. 00, Xxxxxxxx Xxxx being part of Holding No.3 Sub Division K, Division V, Dihi Panchanna Gram, District 00 Xxxxxxxx Xxxxxx Xxxxxxx - Xxxxxxxx, Xxxxxxx - 000000, Sub-Registry Office at Sealdah together with two storied building standing thereon lying situate at and being Premises Nos. 3B/1A, 3E/ 1A, .3A, 0X, 0X, 0X, 0X, xxx 0X, Xxxxxxx Xxxx now known as X.X. Xxxxxx Sarani, Kolkata – 700019 and bounded as follows:- On the North – By public road (50 feet wide) X.X. Xxxxxx Sarani On the South – By rest portion of 3A & 3F X.X. Xxxxxx Sarani presently premises Xx 00 Xxxx Xxx Sarani (Gariahat Road) On the East – By premises No.5, X.X. Xxxxxx Sarani On the West – By premises No.1, X.X. Xxxxxx Sarani
Payments by the Purchaser. (i) In making the payment contemplated by Section 1(c) of this Agreement, subject to the satisfaction or waiver of the applicable conditions, at the Initial Closing, immediately prior to the transfer of the Initial Transaction Shares, the Purchaser shall pay or cause to be paid, against the delivery of such Transaction Shares, the Initial Purchase Price by wire transfer of immediately available funds to an account designated by the Seller at least one business day prior to the Initial Closing (it being understood that the Purchaser will complete the payment to such account, and Seller will have received confirmation of such payment, immediately prior to the transfer to the Purchaser of the Initial Transaction Shares and the receipt of such evidence of book-entry notations reflecting the purchase of the Initial Transaction Shares hereunder).
(ii) In making the payment contemplated by Section 2(c) of this Agreement, subject to the satisfaction or waiver of the applicable conditions, at the Second Closing, immediately prior to the transfer of the Second Transaction Shares, the Purchaser shall pay or cause to be paid, against the delivery of such Transaction Shares, the Second Purchase Price by wire transfer of immediately available funds to an account designated by the Seller at least one business day prior to the Second Closing (it being understood that the Purchaser will complete the payment to such account, and Seller will have received confirmation of such payment, immediately prior to the transfer to the Purchaser of the Second Transaction Shares and the receipt of such evidence of book-entry notations reflecting the purchase of the Second Transaction Shares hereunder).
Payments by the Purchaser. (a) At the Closing, the Purchaser shall:
(i) discharge by paying cash, as directed by the Vendors, all Selling Expenses that are legal fees or disbursements, provided that the funds for some or all of the Selling Expenses may be wired to the Corporation or the Subsidiary, in which case the Corporation or the Subsidiary, as applicable, shall be directed and authorized to pay such Selling Expenses on behalf of the Purchaser;
(ii) discharge by paying cash, or through the issuance of LML Shares (the medium of discharge as between cash and Shares being at the option of the Purchaser), all Selling Expenses that are not legal fees or disbursements and the Finova Warrant and the XXXX Warrant;
(iii) pay the New Working Capital to the Subsidiary; and
(iv) pay the Finova Debt and the Bank Debt.
Payments by the Purchaser. The purchaser shall be obliged to pay for the seafood products that are the subject of the trade only after the relevant products have been duly delivered at the delivery point agreed in the IFM TRADE. Evidence that payment has been duly performed will be uploaded by purchaser on the IFM platform. Eventual claims related to quality/quantity shall have to be opened through the IFM platform by purchaser within 24 hours from delivery of the Products at the agreed delivery point indicated in the IFM TRADE. IFM fee shall be due entirely, even in case of claims for quantity/quality/non-performance. Only in case of force majeure events, the fees due to IFM shall be reduced by 50%.
