Seller Payments. Seller shall pay to Company (i) all amounts pursuant to Attachment G (Company Owned Interconnection Facilities), and (ii) a monthly metering charge of $25.00 per month, which is in addition to any charges due Company pursuant to the applicable rate schedule pursuant to Section 2.4 (Sales of Electric Energy By Company to Seller)of this Agreement.
Seller Payments. (i) Seller shall pay to Purchaser or its Designees in immediately available funds, within one (1) business day after demand by Purchaser, an amount equal to $80,000,000 (the "Seller Termination Fee") if this Agreement is terminated by Purchaser pursuant to Section 10.1(h) hereof.
Seller Payments. (i) If (A) this Agreement is validly terminated pursuant to Section 8.1(d) (an “Applicable Termination”); (B) following the execution and delivery of this Agreement and prior to an Applicable Termination, Seller or the Company has received an Acquisition Proposal (and such Acquisition Proposal has not subsequently been irrevocably withdrawn prior to the Applicable Termination) or an Acquisition Proposal has been publicly made or disclosed (and not publicly irrevocably withdrawn at least four (4) Business Days prior to the Seller Stockholder Meeting (or an adjournment or postponement thereof) at which a vote is taken on the Contemplated Transactions); and (C) within twelve (12) months following such Applicable Termination, an Acquisition Transaction is consummated or Seller enters into a definitive agreement with respect to an Acquisition Transaction, then Seller will, concurrently with the earlier of the execution of the definitive agreement and the consummation of such Acquisition Transaction, pay to Buyer an amount equal to $7,200,000 (the “Termination Fee”), in accordance with the payment instructions which have been provided to Seller by Xxxxx as of the date hereof, or as further updated by written notice by Xxxxx from time to time. For purposes of this Section 8.3(a)(i), all references to “15%” and “85%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”
Seller Payments. Seller agrees to make payment, in the ordinary course of business, for any claim arising during the period from the Petition Date until and including the Closing Date with respect to any Assumed Agreements or post-petition contracts that Purchaser is acquiring; provided, that Seller shall not be required to pay any such claim that it is disputing in good faith.
Seller Payments. Payments by the Seller to the Purchaser pursuant to Clauses 10 through 13 to the Purchaser shall constitute a reduction of the Purchase Price or, where a payment is made directly to a Lovoo Company, a capital contribution (Einlage) of the Purchaser to the respective recipient.
Seller Payments. Evidence reasonably satisfactory to Buyer that Seller has delivered each payment contemplated by the Funds Flow to be made by Seller at or prior to the Closing in accordance with the wire transfer instructions for such payment set forth on the Funds Flow.
Seller Payments. (1) Notwithstanding anything to the contrary set forth in this Agreement, in the event that this Agreement is terminated by Parent pursuant to Section 7.1(d) hereof, Seller shall pay to Parent in immediately available funds, within one (1) business day after demand by Parent and as a condition to the termination of this Agreement pursuant to Section 7.1(d) hereof, an amount in cash equal to $600,000 (the "Termination Fee").
Seller Payments. All rentals, royalties, overriding royalties, ad valorem or other taxes and assessments or other payments due by Seller with respect to the Properties have been paid, subject to the adjustments to the Purchase Price provided for in Section 2.03 hereof and through to the Effective Date.
Seller Payments. Seller shall pay to the Company a) all amounts pursuant to Appendix C, and b) a monthly metering charge of $25.00 per month, which is in addition to any charges due the Company pursuant to the applicable rate schedule in Section 2(b) of this Contract.
Seller Payments. At the Closing, Buyer shall pay to JPMorgan Chase Bank, N.A., a national banking association, as disbursement agent (in such capacity, the “Disbursement Agent”) pursuant to a disbursement agreement substantially in the form of Exhibit A attached hereto (the “Disbursement Agreement”) by wire transfer of immediately available funds to the account designated by the Disbursement Agent (for further payment to the Sellers), an amount equal to (i) the Purchase Price minus (ii) the Escrow Amount minus (iii) the Seller Representative Expense Fund and, at Closing, Buyer shall pay to JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (in such capacity, the “Escrow Agent”) pursuant to an escrow agreement substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”) by wire transfer of immediately available funds to the accounts designated by the Escrow Agent, an amount equal to the Escrow Amount. The Escrow Amount shall be held and distributed by the Escrow Agent on the terms and subject to the conditions contained in this Agreement and in the Escrow Agreement.
