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.
(ii) Seller shall pay to Purchaser or its Designees in immediately available funds, prior to the termination of this Agreement, an amount equal to the Seller Termination Fee if this Agreement is terminated by Seller pursuant to Section 10.1(g) hereof.
(iii) Seller shall pay to Purchaser or its Designees in immediately available funds, within one (1) business day after the date Seller directly or indirectly enters into an agreement with any third party with respect to a Seller Acquisition Transaction or a Seller Acquisition Transaction is consummated, an amount equal to the Seller Termination Fee if (A) this Agreement is terminated by either party pursuant to Section 10.1(d) hereof, (B) at any time after the date of this Agreement and at or before the Seller Stockholders' Meeting a Seller Acquisition Proposal shall have been publicly announced or otherwise communicated to Seller and not withdrawn, and (C) within twelve (12) months of the termination of this Agreement, Seller directly or indirectly enters into an agreement with any third party with respect to a Business Combination Transaction (as defined in Section 10.3(b)(vi) hereof) or a Business Combination Transaction is consummated.
(iv) Seller shall pay to Purchaser or its Designees in immediately available funds, within one (1) business day after the first to occur of the events set forth in clause (D) below, an amount equal to the Seller Termination Fee if (A) this 38 Agreement is terminated by either party pursuant to Section 10.1(b) hereof, (B) at any time after the date of this Agreement and at or before the Termination Date a Seller Acquisition Proposal shall have been publicly announced or otherwise communicated to Seller and not publicly withdrawn, (C) following the public announcement or communication of such Seller Acquisition Proposal and prior to any such termination, Seller shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have contributed to the failure of the Closing to occur on or before the Termination Date, and (D) within twelve (12) months of the termination of this Agreement, Sell...
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. 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. 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. A. Periodic Payments: (i) On each Variable Amount Payment Date, Seller shall pay Buyer the Variable Amount in respect of such Variable Amount Payment Date; and
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. 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.
Seller Payments. Notwithstanding anything to the contrary in this Agreement, to the extent that the Sellers shall be obligated to make any payment pursuant to Section 2.3(g)(ii), the Sellers shall be so obligated severally, and not jointly, and each Seller shall only be obligated to pay an amount equal to the applicable Seller’s Fully Diluted Ownership Percentage of the aggregate amount payable by the Sellers; provided, that, notwithstanding the foregoing, Purchaser shall have the right, but not the obligation, to obtain any such amounts payable by the Sellers from the Indemnity Escrow Amount, in which case, Purchaser and the Seller Representative shall provide joint written instructions to the Escrow Agent directing the Escrow Agent to release to Purchaser such amount.
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.
