Payments to Paying Agent. Each of the Bond Trustee and the Guarantor agree that all amounts payable by the Covered Bond Swap Provider to the Guarantor under the Covered Bond Swap Agreement and in accordance with the Priorities of Payments, shall be paid directly to the Paying Agent, and the Guarantor (or the Cash Manager on its behalf) shall direct the Covered Bond Swap Provider accordingly.
Payments to Paying Agent. At all times during the Term hereof, the Entity (and/or any Transferee or unit owner, as may be applicable from time to time) shall pay all Land Taxes and Annual Service Charges due to the Paying Agent for application in accordance with the Bond Resolution. The Entity (and/or any Transferee or unit owner, as may be applicable from time to time) shall pay the Administrative Fee directly to the Borough.
Payments to Paying Agent. The Surviving Corporation shall, immediately after the Effective Time, provide the Paying Agent with cash in amounts contemplated in Section 1.4 in respect of Certificates surrendered pursuant to a Letter of Transmittal prior to the Effective Time, and, in relation to each Certificate surrendered pursuant to a Letter of Transmittal after the Effective Time, the Surviving Corporation shall promptly provide the Paying Agent with cash in amounts contemplated in Section 1.4 as and when such cash is needed by the Paying Agent after such surrender.
Payments to Paying Agent. The Sellers and the Holder Representative agree that any payment made by or on behalf of Biota (including via release of the Holdback, release from the Escrow Account or with respect to payment of Contingent Payments or Royalties) to the Paying Agent in accordance with this Agreement for distribution to a given Seller shall be deemed to be a payment made by Biota directly to such Seller and shall be deemed to satisfy the corresponding obligation of Biota to such Seller to the extent of such amount paid to the Paying Agent. Notwithstanding anything to the contrary contained herein, any amounts paid to the Paying Agent for distribution to the Sellers shall be deemed to be paid to the Sellers, and upon such payment, neither Biota, Anaconda nor any of their respective Affiliates shall have any further Liability for any payment owed to any Seller if so paid to the Paying Agent.
Payments to Paying Agent. Notwithstanding anything to the contrary contained herein, the Parties acknowledge, understand and agree that, once Purchaser pays or delivers to the Paying Agent any Merger Consideration or any other payment due by Purchaser hereunder in full (including the Merger Consideration pursuant to Section 3.03(b)(iii), any payments required pursuant to Section 3.06 or (d) or any indemnity payments required pursuant to Section 8.03), neither Purchaser, Merger Sub, the Surviving Corporation or any of their respective Affiliates or Representatives shall bear any Liability as it relates to the allocation or disbursement by the Paying Agent of such amounts among the Equityholders; provided that Purchaser shall exercise commercially reasonable efforts to cooperate with the Stockholder Representative and Equityholders to mitigate against any failure, negligence or malfeasance of the Paying Agent with respect to its responsibilities as the Paying Agent (at the sole cost of the Equityholders).
