Satisfaction of Payment Obligations. DWR’s obligation under this Agreement to remit any and all payments to the Participating Districts is fully satisfied by remitting payment to the Responsible District designated by the Participating Districts under Section 4.3.5 of this Agreement.

Satisfaction of Payment Obligations. (a) In order to satisfy the payment obligations of the Principal Stockholders arising under any provision of this Agreement, Buyer or a Buyer Indemnified Party shall have the right (in addition to collecting directly from the Principal Stockholders) to set off its indemnification and damages claims against any and all amounts due to the Principal Stockholders pursuant to Section 1.2(c) hereof. Any such setoff shall be pro-rated among the Principal Stockholders. If any Principal Stockholder disputes the amount of any indemnification or damages claim made by Buyer or a Buyer Indemnified Party and Buyer or such Buyer Indemnified Party elects to exercise its right of set off pursuant to this Section 10.6, then Buyer or such Buyer Indemnified Party shall pay the amount of the claim (up to the amount then payable to such Principal Stockholder) into an interest bearing escrow account at a London clearing bank established by English solicitors appointed by the Principal Stockholders and Buyer or the Buyer Indemnified Party, respectively, for such purpose (such account requiring a signature of a partner of each such firm in respect of any instructions or transaction) pending agreement or judicial determination of the claim. Upon agreement or judicial determination of such claim, the amount of the claim agreed or determined as payable to Buyer or a Buyer Indemnified Party shall be paid to Buyer or such Buyer Indemnified Party within three (3) days of the agreement or determination, together with interest actually earned thereon, and subject to all claims being agreed or judicially determined and any amounts being paid to Buyer or such Buyer Indemnified Party in accordance with this Section 10.6, the balance on the account (including accrued interest) shall be paid to the Principal Stockholders within three (3) days of the agreement or determination of the last outstanding claim and the parties shall instruct their respective solicitors accordingly. (b) In the event that, due to an agreement or judicial determination with respect thereto, a Principal Stockholder is obligated to pay the amount of a claim to Buyer or a Buyer Indemnified Party and such obligation arises prior to the date that all amounts payable to such Principal Stockholder pursuant to Section 1.2(c) have been paid in accordance with the terms thereof, such Principal Stockholder shall have the right to pay the prorated portion of his claim into a joint escrow account established as provided above. The ...

Satisfaction of Payment Obligations. In any circumstance under this Agreement where the Purchaser has any obligation to make payment to any or all of the Shareholders, each of the Shareholders hereby authorizes the Purchaser to make such payment to the Shareholders' Solicitors, whose receipt shall be sufficient evidence of payment and shall operate as a good discharge to the Purchaser and who shall be obliged to see the appropriate application of such payment among the Shareholders.

Satisfaction of Payment Obligations. Upon Purchaser’s payment (or causing payment to be made) of (i) the Common Stock Merger Consideration and the Closing Residual Cash Consideration to the Representative, (ii) the Purchase Price Adjustment Escrow Amount to the Escrow Agent pursuant to Section 2.02(f), (iii) the Indemnity Escrow Amount to the Escrow Agent pursuant to Section 2.02(g), (iv) the outstanding balance of all Indebtedness in respect of the Company Note to NPC LLC pursuant to Section 2.02(h), (v) all amounts necessary to discharge fully the outstanding balance of all Indebtedness set forth on Schedule 2.02(i) to the holders of such Indebtedness pursuant to Section 2.02(i) in accordance with the payoff letters, and (vi) the Transaction Expenses as directed by the Representative pursuant to Section 2.02(k), all of Purchaser’s payment obligations at the Closing pursuant to this Article II shall be deemed to be satisfied in full, notwithstanding any failure on the part of the Representative or any Person to pay any corresponding portion of such amounts to any former holder of Company Stock or Options.

Satisfaction of Payment Obligations. Upon (i) payment by Parent of the Funding Amount to the Selling Stockholders pursuant to the Funds Flow Memorandum and (ii) delivery by Parent of the Escrow Amount to the Escrow Agent, Parent shall be deemed to have satisfied its obligations to make payments in respect of the Merger Consideration.

Satisfaction of Payment Obligations. The parties hereto agree that after any wire transfer or share delivery to (or in accordance with the instructions of) the Shareholders’ Representative as contemplated by Sections 2.2 through 2.5 has been duly received by the Shareholders’ Representative or by the person or account designated by the Shareholders’ Representative, the Purchaser shall no longer have any obligation or liability with respect to the payment of cash or delivery of shares represented thereby and the Selling Shareholders shall look only to the Shareholders’ Representative for such payment and shares.

Related to Satisfaction of Payment Obligations

Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.
Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.
Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.
Payment Obligation of Lenders Each Revolving Credit Lender severally agrees to pay to the Agent on demand in Same Day Funds in Dollars the amount of such Revolving Credit Lender’s Revolving Commitment Percentage (if such Letter of Credit is denominated in Dollars) or Alternative Currency Revolving Commitment Percentage (if such Letter of Credit is denominated in any Alternative Currency) of each drawing paid by the Agent under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.2(d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Credit Loan or as a participation, shall not exceed such Revolving Credit Lender’s Revolving Commitment Percentage (if the applicable Letter of Credit is denominated in Dollars) or Alternative Currency Revolving Commitment Percentage (if the applicable Letter of Credit is denominated in any Alternative Currency) of such drawing. If the notice referenced in the second sentence of Section 2.2(e) is received by a Revolving Credit Lender not later than 11:00 a.m. then such Revolving Credit Lender shall make such payment available to the Agent not later than 2:00 p.m. on the date of demand therefor; otherwise, such payment shall be made available to the Agent not later than 1:00 p.m. on the next succeeding Business Day. Each Revolving Credit Lender’s obligation to make such payments to the Agent under this subsection, and the Agent’s right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under this subsection, (ii) the financial condition of the Borrower, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 10.1(h), Section (i), or Section (j) or (iv) the termination of the Commitments. Each such payment to the Agent shall be made without any offset, abatement, withholding or deduction whatsoever.
Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (v) the occurrence of any Default or Event of Default. (b) In the event any payment by the Borrower received by the Issuing Bank or the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent or Issuing Bank in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender's Percentage of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Bank or the Administrative Agent upon the amount required to be repaid by the Issuing Bank or the Administrative Agent.
Facility of Payment If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.
Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.
The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.
Payment Obligation The RTOs each assume responsibility for ensuring that their respective payment obligations resulting from the M2M coordination process set forth in Schedule D to this Agreement are satisfied without regard for their ability to collect such payments from their respective customers.
Payment obligations continue No Debtor shall be released from the liability to make any Payment (including of default interest, which shall continue to accrue) under any Debt Document by the operation of Clauses 4.2 (Restriction on Payment: Hedging Liabilities) and 4.3

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