Payments to Other Persons. If payments are legally required to be made to any person other than the person to whom any amount is payable under this Agreement, such payments will be made accordingly. Any such payment will be a complete discharge of the liability of the Company under this Agreement.
Payments to Other Persons. If Merger Consideration is to be paid to any Person other than the Person in whose name the Certificates for shares surrendered for conversion are registered, it shall be a condition of the payment that such Certificates be properly endorsed and the signatures thereon properly guaranteed and otherwise in proper form for transfer and that the Person requesting such payment shall have paid to the Paying Agent any transfer or other taxes required by reason of the delivery of Merger Consideration to a Person other than the registered holder of such Certificate, or shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
Payments to Other Persons. If the Company shall find that any person to whom any payment is to be made under this Plan is unable to care for his affairs because of illness or accident, or is a minor, any Benefit due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Company to have incurred expenses for such person otherwise entitled to payment, in such manner and proportions as the Company may determine. Any such payment shall be a complete discharge of the liabilities of the Company under this Plan.
Payments to Other Persons. The Agency shall be under no obligation to marshal any assets in favor of Guarantor or against, or in payment or performance of, any or all of the Guaranteed Obligations. If all or any part of any payment to or for the benefit of the Agency in respect of the Guaranteed Obligations is invalidated, declared to be fraudulent or preferential, set aside, or required for any reason to be repaid or paid over to a trustee, receiver or other person (a “trustee”) under any insolvency law or any other law or rule of equity (collectively, “set aside”), to the extent of that payment or repayment, the Guaranteed Obligations (or the part thereof) intended to have been satisfied shall be revived and continued in full force and effect as if that payment had not been made, and Guarantor shall be primarily liable for that obligation, provided that nothing hereunder shall preclude Guarantor from obtaining a refund from a trustee.
Payments to Other Persons. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or shall have established to the satisfaction of Parent that such Tax is not applicable.
Payments to Other Persons. No payments or benefits, if any, received by Distributor from Schering pursuant to this Agreement, or otherwise under arrangements hereafter agreed to, shall be paid to any other person, except for reasonable and necessary business expenses not violative of applicable laws or regulations.
Payments to Other Persons. Notwithstanding the foregoing, if the payments under this Section 2.8 are to be made to a Person other than the Person in whose name the Company Share Certificate (if applicable) or book-entry share, as applicable, is registered with the Company, then such payments may be paid to such other Person, so long as (i) the surrendered Company Share Certificate (if applicable) or, with respect to any Company Shares held in book-entry form, such other Person’s Letter of Transmittal, as applicable, is accompanied by all documents reasonably required by Parent, the Company or the Paying Agent, as applicable, to evidence and effect such transfer and (ii) the Person requesting such payment (A) pays any applicable transfer Taxes or (B) establishes to the reasonable satisfaction of Parent, the Company and the Paying Agent that any and all such transfer Taxes have already been paid or are not applicable. Further, without limiting Section 2.11, if the Paying Agent (or if Parent is making any payment under this Section 2.8, Parent) has not received a completed and executed IRS Form W-9 or applicable IRS Form W-8 (and any similar or corollary form under non-U.S. Law) from any payee hereunder at least three (3) days prior to the applicable payment, then applicable Tax withholding may be withheld from such payment.
Payments to Other Persons. The Authority shall be under no
Payments to Other Persons. If any portion of the Merger Consideration (or cash in lieu of any fractional shares of Aebi Xxxxxxx Common Stock or any dividends with respect thereto contemplated by Section 2.03(f) or Section 2.04) is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or similar Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.
