Reimbursement for Certain Payments Sample Clauses

Reimbursement for Certain Payments. (i) All ad valorem Taxes on personal property or any similar Taxes with respect to the Acquired Assets, other than Transfer Taxes (“Property Taxes”) shall be prorated between MSB and OTI as of the Closing Date, computed by multiplying the amount of Property Taxes for the Tax period for which the same are levied by a fraction, the numerator of which is the number of days in such Tax period up to and including the Closing Date and the denominator of which is the number of days in such Tax period. In connection with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are available, and re-prorated when actual Property Tax figures become available. For the avoidance of doubt, Property Taxes allocated to OTI pursuant to this Section 2.1(e)(i) shall constitute Excluded Liabilities. To the extent one Party makes a payment of Property Taxes allocated to the other Party, such other Party shall promptly reimburse the paying Party upon receipt of written notice that such Property Taxes have been paid. (ii) If OTI makes payment under any of the Assumed Liabilities (which OTI will have no obligation whatsoever to do), then MSB will reimburse the amount of such payment to OTI that made the payment within five (5) Business Days of receipt by MSB of a demand for reimbursement, together with corresponding documentation of such payment. If MSB makes payment under any of the Excluded Liabilities (which MSB will have no obligation whatsoever to do), then OTI will reimburse the amount of such payment to MSB within five (5) Business Days of receipt by OTI of a demand for reimbursement, together with corresponding documentation of such payment.
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Reimbursement for Certain Payments. THCI shall reimburse the Acquirors for any payments made pursuant to the Employee Plans listed in Section 6.03 of the THCI Disclosure Schedule other than Section 6.03(I)(A) and (II)(A) thereof to the extent that the aggregate payments made under such plans by the Management Company on or following the Initial Closing Date exceed US$6.6 million and, with respect to the Employee Plans listed in Section 6.03(I)(A) and (II)(A) thereof, to the extent that any payments are required to be made under such plans by the Management Company.
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Reimbursement for Certain Payments. In the event that on or after the Closing Date, Seller receives any accounts receivable payments of the Business, Seller shall remit such payments to Buyer in the form received within five (5) business days of Seller’s receipt of such payments. In the event that on or after the Closing Date, Buyer receives any funds relating to Excluded Assets, Buyer shall remit such payments to Seller in the form received within five (5) business days of Buyer’s receipt of such payments.
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Reimbursement for Certain Payments. If Buyer pays any of the Excluded Liabilities, then Seller shall reimburse the amount of such payment to Buyer by wire transfer of immediately available funds within two (2) business days of receipt by Seller of a demand for reimbursement, together with corresponding documentation of such payment. In the event that on or after the Closing Date Seller received or receives any payments of accounts receivable relating to the Acquired Business (including, without limitation, Accounts Receivable) Seller shall hold such payment in trust for Buyer and shall remit such payments to Buyer in the form received within two (2) business days of Seller’s receipt of such payments.
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Reimbursement for Certain Payments. (a) THCI shall, on behalf of the Management Company and, except as provided in Section 6.08(b), at the Management Company's expense, make all payments required to be made on or following the Initial Closing Date pursuant to the Employee Plans listed in Section 6.03 of the THCI Disclosure Schedule. The Management Company or the Acquirors shall reimburse THCI for the full amount of such payments promptly upon receipt of supporting documentation reasonably acceptable to the Acquirors; PROVIDED, HOWEVER, that if THCI provides to the Acquirors, not later than the close of business on the second Business Day prior to the Initial Closing Date, an estimate of any such payments to be made on the Initial Closing Date, the aggregate amount thereof shall be reimbursed to THCI by the Acquirors at the Initial Closing and appropriate settlement made as soon as practicable after the final determination of the actual amount so paid on the Initial Closing Date. (b) Notwithstanding anything to the contrary contained in Section 6.08(a), (i) payments made on or following the Initial Closing Date with respect to the Employee Plans listed in Section 6.03 of the THCI Disclosure Schedule, other than Section 6.03(I)(A) and (II)(A) thereof, shall be at the expense of THCI (which shall receive no reimbursement therefor) to the extent that the aggregate payments made under such plans on or following the Initial Closing Date exceed US$6.6 million and (ii) all payments made on or following the Initial Closing Date with respect to the Employee Plans listed in Section 6.03(I)(A) and (II)(A) of the THCI Disclosure Schedule shall be at the expense of THCI (which shall receive no reimbursement therefor)."
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Reimbursement for Certain Payments. In the event that after the Effective Txxx Xxxxxx (and/or Seller’s Affiliates) receive any payment belonging to Buyer or the Company, Seller (and/or Seller’s Affiliates) shall hold such payment in trust for Buyer or the Company, as applicable and remit such payment to Buyer or the Company, as applicable, in the form received within five (5) Business Days of receipt of such payment. In the event that after the Effective Time the Company receives any payment belonging to Seller or Parent, the Company shall hold such payment in trust for Seller or Parent, as applicable and remit such payment to Seller or Parent, as applicable, in the form received within five (5) Business Days of receipt of such payment.
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Reimbursement for Certain Payments. If the Seller or any of the Seller Subsidiaries pay any of the Assumed Liabilities, then the Buyer shall reimburse the Seller or the appropriate Seller Subsidiary by wire transfer within two business days of receipt by the Buyer of a demand for reimbursement, together with corresponding documentation of such payment, from the Seller. If the Buyer or any of the Buyer Subsidiaries pay any of the Retained Liabilities, then the Seller shall reimburse the Buyer or the applicable Buyer Subsidiary by wire transfer within two business days of receipt by the Seller of a demand for reimbursement, together with corresponding documentation of such payment, from the Buyer.
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Reimbursement for Certain Payments. If Buyer pays any of the Excluded Liabilities, then Seller shall reimburse the amount of such payment to Buyer by wire transfer of immediately available funds within five (5) business days of receipt by Seller of a demand for reimbursement, together with corresponding documentation of such payment. In the event that on or after the Closing Date Seller receives any Accounts Receivable payments belonging to Buyer, Seller shall remit such payments to Buyer in the form received within five (5) business days of Seller’s receipt of such payments. Seller shall, if applicable, provide Buyer with a regular accounting of all Accounts Receivable payments received by Seller, but belonging to Buyer, and shall provide Buyer with access to such books, records and other information as may be reasonably necessary for Buyer to verify such accounting. Shareholder shall be jointly and severally liable with Seller for any payments required under this Section 5.4.
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Reimbursement for Certain Payments. If Buyer pays any of the Excluded Liabilities, then Seller shall reimburse the amount of such payment to Buyer by wire transfer of immediately available funds within five (5) Business Days of receipt by Seller of a demand for reimbursement, together with corresponding documentation of such payment. In the event that on or after the Closing Date, Seller receives any Accounts Receivable payments of the Business, Seller shall remit such payments to Buyer in the form received within five (5) Business Days of Seller’s receipt of such payments. In the event that on or after the Closing Date, Buyer receives any funds relating to Excluded Assets, Buyer shall remit such payments to Seller in the form received within five (5) Business Days of Buyer’s receipt of such payments.
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Related to Reimbursement for Certain Payments

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following: 4.3.1. Title IV-E Federal Xxxxxx Care Program (Grant “E”). In accordance with the requirements detailed in the specific grant requirements, the Department shall reimburse the Grantee under Xxxxx E the maximum federal dollar share for the following: xxxxxx care maintenance claims for eligible juvenile probation children, dir ect administrative claims, and enhanced administrative claims. Upon review and approval of supporting documentation, the Department shall reimburse the Grantee as requests for reimbursement are presented for payment provided there is sufficient Title IV-E grant award authority against which to process presented claims and providing said funds are being reimbursed to the Department by Texas Department of Family and Protective Services (TDFPS) via the interagency agreement. To be eligible for reimbursement, all costs must be reasonable, allowable, and properly allocated for support of the xxxxxx care program. A direct or enhanced administrative claim is not eligible for reimbursement if the basis of the claim has funding from any other federal source. 4.3.2. JJAEP Program (Grant "P"). Grantees eligible for reimbursements under Xxxxx X shall receive a share of the initial $1,500,000 distribution based on each Grantee's share of the total juvenile population for each school year for the current contract period. Additional funds will be distributed at a rate not to exceed $96 per eligible student attendance day for students who are required to be expelled pursuant to Chapter 37 of the Texas Education Code and who meet the Targeted Grant requirements. The Grantee will not be able to receive the additional funds until the initial amount allocated is earned at the rate of $86 per eligible student attendance day. Payments to the Grantee by the Department shall be limited to no more than 180 days of operation during each regular school year for the current contract period.

  • Reimbursement for Advances If the Fund requires the Custodian to advance cash or securities for any purpose for the benefit of a Portfolio including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent necessary to obtain reimbursement.

  • Reimbursement for Costs The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan. Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: xxxxx://xxx.xxxxxxxxxxxx.xxx/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.pdf.

  • Application of Payments and Collections All items of payment received by Agent by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

  • Remittance of Payments and Collections (a) All payments by any Lender to the Agent shall be made not later than the time set forth elsewhere in this Agreement on the Business Day such payment is due; provided, however, that if such payment is due on demand by the Agent and such demand is made on the paying Lender after 1:30 p.m. on such Business Day, then payment shall be made by 11:00 a.m. on the next Business Day. Payment by the Agent to any Lender shall be made by wire transfer, promptly following the Agent’s receipt of funds for the account of such Lender and in the type of funds received by the Agent; provided, however, that if the Agent receives such funds at or prior to 12:00 noon, the Agent shall pay such funds to such Lender by 4:00 p.m. on such Business Day, but if the Agent receives such funds after 12:00 noon, the Agent shall pay such funds to such Lender by 4:00 p.m. on the next Business Day. (b) With respect to the payment of any funds from the Agent to a Lender or from a Lender to the Agent, the party failing to make full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest thereon at the Wall Street Journal Prime Rate. In no event shall the Borrower be entitled to receive any credit for any interest paid by the Agent to any Lender, or by any Lender to the Agent, at the Wall Street Journal Prime Rate as provided herein. (c) If the Agent pays any amount to a Lender in the belief that a related payment has been or will be received by the Agent from a Loan Party and such related payment is not received by the Agent, then the Agent shall be entitled to recover such amount from each Lender that receives such amount. If the Agent determines at any time that any amount received by it under this Agreement or any of the other Loan Documents must be returned to a Loan Party or paid to any other Person pursuant to any Requirement of Law, court order or otherwise, then, notwithstanding any other term or condition of this Agreement or any of the other Loan Documents, the Agent shall not be required to distribute such amount to any Lender.

  • Breakage Payments In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Borrower pursuant to Section 2.16(b), then, in any such event, Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

  • Special Payments Any payroll adjustment due an employee in the bargaining unit as a result of working out of class, re-computation of hours, or other reasons other than procedural errors shall be made and a supplemental check issued not later than fifteen (15) working days following notice to the payroll department.

  • Payment of Additional Amounts All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.

  • Reimbursement of Legal Fees Subject to subsection (b), in the event of the Executive’s Separation from Service either (1) prior to a Change in Control, or (2) on or within two (2) years following a Change in Control, the Company shall reimburse the Executive for all legal fees and expenses (including but not limited to fees and expenses in connection with any arbitration) incurred by the Executive in disputing any issue arising under this Agreement relating to the Executive’s Separation from Service or in seeking to obtain or enforce any benefit or right provided by this Agreement.

  • Reallocation of Payments Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

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