Right of the Purchaser to Withhold Future Payments Sample Clauses

Right of the Purchaser to Withhold Future Payments. Without limiting such other rights as AHI or the Purchaser may have, if, prior to the time the Purchase Price, including, if applicable, the AHI Shares, are delivered pursuant to Section 2.1(d), the Purchaser has actual knowledge (as defined in Section 5.2) of a breach of any representation, warranty, covenant, or agreement of the Seller contained in this Agreement, the Purchaser shall give written notice thereof to the Seller, who shall then have ten (10) days to cure, or commence a cure which can and shall be completed within thirty (30) of such commencement, but in no event later than June 30, 1998, of any such breach (during which time the Closing shall be delayed). After the expiration of any such ten (10) day period, if such breach shall continue, the Closing shall, at the election of the Purchaser, be held provided that the Purchaser may deduct from the cash portion of the Purchase Price payable pursuant to Section 2.1(d)(i) or (ii) hereof an amount, which shall in no event exceed $400,000.00, which the Purchaser in good faith believes to be, equal to the aggregate of Liabilities, as hereinafter defined incurred or demonstrably in prospect of being incurred by AHI or the Purchaser in connection with such breach. The Seller shall then have thirty (30) days after the Closing to give notice to the Purchaser of any objections to the amount of such deduction. If no such notice of objection is given, then the deduction made by the Purchaser shall be final and binding on the Seller. If notice of objection is given, the parties shall consult with each other with respect to the objections. If the parties are unable to reach agreement within thirty (30) days after the notice of objection has been given, the issue as to whether a breach occurred shall be resolved by arbitration in accordance with Section 8.19 hereof and the amount of any adjustment shall be determined by an Unrelated Accounting Firm. Such resolution shall be final and binding on the parties. Any adjustments in favor of the Seller made by the Unrelated Accounting Firm shall be paid to the Seller with interest accruing from the Closing Date at the thirty (30) day treasury rate. The fees and expenses of the arbitrators and the Unrelated Accounting Firm shall be paid half by the Seller and half by the Purchaser. Notwithstanding the foregoing, within twelve months following the Closing, the Purchaser shall submit to the Seller written documentation of all Liabilities incurred by the Purchaser as a ...
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Right of the Purchaser to Withhold Future Payments. To satisfy the obligations of the Stockholders to indemnify the Purchaser for claims under Section 3.03, other than those related to the Closing Date Balance Sheet and asserted within 120 days of the Closing Date or Section 1.04 (relating to taxes), the Purchaser shall satisfy the Stockholders indemnification obligations (i) from the Earnout Payments payable to the Representative under Section 3.01(b)(iii), (ii) from any amounts payable to the Representative with respect to the Shell Payments under Section 3.01(b)(ii), and (iii) from any amounts payable to the Representative with respect to the receivables and earned but unbilled amounts which appear on the Closing Date Balance Sheet, in an amount equal to the aggregate losses, liabilities, claims, damages, and expenses whatsoever incurred or demonstrably in prospect of being incurred by any Indemnitee with respect to which such Indemnitee is entitled to be indemnified pursuant to Section 3.03. In the event that the Earnout Payments payable to the Representative under Section 3.01(b)(iii),the amounts payable to the Representative with respect to the Shell Payments under Section 3.01(b)(ii), and the amounts payable to the Representative with respect to the receivables and earned but unbilled amounts which appear on the Closing Date Balance Sheet are not sufficient to satisfy the indemnification obligations of Section 3.03 indemnification may be sought against up to $600,000 of the $1.2 million payment made under Section 3.01(b)(i). The obligations of the Stockholders to indemnify the Purchaser for claims related to the Closing Date Balance Sheet and asserted within 120 days of the Closing Date or Section 1.04 related to taxes in an amount equal to the aggregate losses, liabilities, claims, damages, and expenses whatsoever incurred or demonstrably in prospect of being incurred by any Indemnitee with respect to which such Indemnitee is entitled to be indemnified pursuant to Section 3.03, may be satisfied by (i) from the Earnout Payments payable to the Representative under Section 3.01(b)(iii), (ii) from any amounts payable to the Representative with respect to the Shell Payments under Section 3.01(b)(ii), (iii) from any amounts payable to the Representative with respect to the receivables and earned but unbilled amounts which appear on the Closing Date Balance Sheet, and (iv) from up to $600,000 of the $1.2 million payment made under Section 3.01(b)(i).
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Right of the Purchaser to Withhold Future Payments. Without limiting such other rights as the Indemnities m y have, if, prior to the time Purchase Shares are delivered pursuant to Section 3.01(b), the Purchaser has learned of a breach of any representation, warranty, covenant, or agreement of Subsidiary or Vendor or Subsidiary contained in this Agreement, the Purchaser in its sole discretion may by written notice to Vendor deduct from the number of Purchaser Shares otherwise deliverable by Purchaser at such time a number of such shares the value of which is equal to the aggregate of (a) the amount necessary to cure or make whole such breach and (b) the amount of losses, liabilities, claims, damages, and expenses whatsoever (as defined in Section 3.03) incurred or demonstrably in prospect of being incurred by any Indemnities arising out of, based upon, or in connection with such breach. Purchase Shares shall be valued for purposes of this Section 3.04 as follows: The average mean of the closing bid md asked prices of shares of the Purchaser in the NASD Over-The-Counter Bulletin Board market as reported during the period commencing 40 trading days prior to the date of the Closing and ending 10 days prior to the date of the Closing.
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Related to Right of the Purchaser to Withhold Future Payments

  • Collection Where Payment Refused The Custodian shall not be required to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until it shall be directed to take such action and it shall be assured to its satisfaction of reimbursement of its related costs and expenses.

  • Can I Roll Over or Transfer Amounts from Other IRAs You are allowed to “roll over” a distribution or transfer your assets from one Xxxx XXX to another without any tax liability. Rollovers between Xxxx IRAs are permitted every 12 months and must be accomplished within 60 days after the distribution. Beginning in 2015, just one 60 day rollover is allowed in any 12 month period, inclusive of all Traditional, Xxxx, SEP, and SIMPLE IRAs owned. If you are single, head of household or married filing jointly, you may convert amounts from another individual retirement plan (such as a Traditional IRA) to a Xxxx XXX, there are no AGI restrictions. Mandatory required minimum distributions from Traditional IRAs, must be removed from the Traditional IRA prior to conversion. Rollover amounts (except to the extent they represent non-deductible contributions) are includable in your income and subject to tax in the year of the conversion, but such amounts are not subject to the 10% penalty tax. However, if an amount rolled over from a Traditional IRA is distributed from the Xxxx XXX before the end of the five-tax-year period that begins with the first day of the tax year in which the rollover is made, a 10% penalty tax will apply. Effective in the tax year 2008, assets may be directly rolled over (converted) from a 401(k) Plan, 403(b) Plan or a governmental 457 Plan to a Xxxx XXX. Subject to the foregoing limits, you may also directly convert a Traditional IRA to a Xxxx XXX with similar tax results. Furthermore, if you have made contributions to a Traditional IRA during the year in excess of the deductible limit, you may convert those non-deductible IRA contributions to contributions to a Xxxx XXX (assuming that you otherwise qualify to make a Xxxx XXX contribution for the year and subject to the contribution limit for a Xxxx XXX). You must report a rollover or conversion from a Traditional IRA to a Xxxx XXX by filing Form 8606 as an attachment to your federal income tax return. Beginning in 2006, you may roll over amounts from a “designated Xxxx XXX account” established under a qualified retirement plan. Xxxx XXX, Xxxx 401(k) or Xxxx 403(b) assets may only be rolled over either to another designated Xxxx Qualified account or to a Xxxx XXX. Upon distribution of employer sponsored plans the participant may roll designated Xxxx assets into a Xxxx XXX but not into a Traditional IRA. In addition, Xxxx assets cannot be rolled into a Profit-Sharing-only plan or pretax deferral-only 401(k) plan. In the event of your death, the designated beneficiary of your Xxxx 401(k) or Xxxx 403(b) Plan may have the opportunity to rollover proceeds from that Plan into a Beneficiary Xxxx XXX account. Strict limitations apply to rollovers, and you should seek competent advice in order to comply with all of the rules governing any type of rollover.

  • Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party. 11.3.2 To the extent permitted by applicable law, any such taxes and/or fees shall be shown as separate items on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed. 11.3.3 If the purchasing Party determines that in its opinion any such taxes or fees are not payable, the providing Party shall not xxxx such taxes or fees to the purchasing Party if the purchasing Party provides written certification, reasonably satisfactory to the providing Party, stating that it is exempt or otherwise not subject to the tax or fee, setting forth the basis therefor, and satisfying any other requirements under applicable law. If any authority seeks to collect any such tax or fee that the purchasing Party has determined and certified not to be payable, or any such tax or fee that was not billed by the providing Party, the purchasing Party may contest the same in good faith, at its own expense. In any such contest, the purchasing Party shall promptly furnish the providing Party with copies of all filings in any proceeding, protest, or legal challenge, all rulings issued in connection therewith, and all correspondence between the purchasing Party and the taxing authority. 11.3.4 In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery. 11.3.5 If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon. 11.3.6 Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee. 11.3.7 Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; such notice to be provided, if possible, at least ten (10) days prior to the date by which a response, protest or other appeal must be filed, but in no event later than thirty (30) days after receipt of such assessment, proposed assessment or claim.

  • Deposit of Repurchase Price (a) Prior to 11:00 a.m., New York City time, on the Designated Event Repurchase Date or the Repurchase Date, the Company shall deposit with the Paying Agent or, if the Company is acting as the Paying Agent, shall segregate and hold in trust an amount of cash (in immediately available funds if deposited on the Designated Event Repurchase Date or the Repurchase Date, as the case may be), sufficient to pay the aggregate repurchase price of all the Exchangeable Debentures or portions thereof that are to be repurchased as of the Designated Event Repurchase Date or the Repurchase Date, as the case may be. (b) If on the Designated Event Repurchase Date or the Repurchase Date the Paying Agent holds funds sufficient to pay the repurchase price of the Debentures that Holders have elected to require the Company to repurchase in accordance with Section 5.01 or Section 5.02, as the case may be, then, on and after the Designated Event Repurchase Date or the Repurchase Date, as the case may be, such Exchangeable Debentures will cease to be outstanding, interest on such Exchangeable Debentures will cease to accrue and all other rights of the Holders of such Exchangeable Debentures will terminate, other than the right to receive the repurchase price upon delivery or book-entry transfer of the Exchangeable Debenture. This will be the case whether or not book-entry transfer of the Exchangeable Debenture has been made or the Exchangeable Debenture has been delivered to the Paying Agent.

  • Mortgage Payments Received After Transfer Date The amount of any related Monthly Payments received by the Seller after the related Transfer Date shall be forwarded to the Purchaser by overnight mail within one (1) Business Day following the date of receipt. The Seller shall notify the Purchaser of the particulars of the payment, which notification requirement shall be satisfied if the Seller forwards with its payment sufficient information to permit appropriate processing of the payment by the Purchaser. The Seller shall assume full responsibility for the necessary and appropriate legal application of such Monthly Payments received by the Seller after the related Transfer Date with respect to related Mortgage Loans then in foreclosure or bankruptcy; provided, for purposes of this Agreement, necessary and appropriate legal application of such Monthly Payments shall include, but not be limited to, endorsement of a Monthly Payment to the Purchaser with the particulars of the payment such as the account number, dollar amount, date received and any special Mortgagor application instructions and the Seller shall comply with the foregoing requirements with respect to all Monthly Payments received by it after the related Transfer Date.

  • Right of Certificateholders to Receive Payments Not to Be Impaired Anything in this Trust Agreement to the contrary notwithstanding, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.01 hereof on the Certificates when due, or to institute suit for enforcement of any such payment on or after the applicable Distribution Date or other date specified herein for the making of such payment, shall not be impaired or affected without the consent of such Certificateholder.

  • Our Right to Make Payments and Recover Overpayments If payments which should have been made by us according to this provision have actually been made by another organization, we have the right to pay those organizations the amounts we decide are necessary to satisfy the rules of this provision. These amounts are considered benefits provided under this plan and we will not have to pay those amounts again. If we make payments for allowable expenses, which are more than the maximum amount needed to satisfy the conditions of this provision, we have the right to recover the excess amounts from: • the person to or for whom the payments were made; • any other insurers; and/or • any other organizations (as we decide). As the subscriber, you agree to pay back any excess amount paid, provide information and assistance, or do whatever is necessary to aid in the recovery of this excess amount. The amount of payments made includes the reasonable cash value of any

  • Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied;

  • Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in accordance with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

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