Seller’s Payments. Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion it disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. The Parties shall negotiate in good faith to resolve any disputed portion of the Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. If the Parties are unable to resolve a dispute regarding any Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount within thirty (30) days after the sending of a Notice of dispute by Seller, either Party may submit the dispute to arbitration as provided in Article Twelve.
Seller’s Payments. With respect to each Day during the Sellers’ Delay Period (except to the extent such delay was caused by an event of Force Majeure) the Sellers shall pay the Buyer a sum of money equal to (**) in lieu of Sellers’ liability for Shortfall Gas under Article 17.1 and such payments shall be the limit of the Sellers’ liability and Buyer’s sole remedy in such circumstances.
Seller’s Payments. Seller shall pay: (1) the County Documentary Transfer Tax, in the amount Escrow Agent determines to be required by law; (2) the cost of the CLTA Title Policy described in Section 4.2; (3) one-half of Escrow Agent's escrow fee or escrow cancellation charge; and (4) other Seller's charges and expenses, in accordance with the customary practices of Escrow Agent.
Seller’s Payments. The Buyer will pay the Seller's Payments to the Transferred Employees, at such times as the Seller would have been obligated to make such payments.
Seller’s Payments. SELLER will pay as a part of the Development Costs: (a) documentary transfer tax (or any other similar taxes imposed on account of the conveyance of the Property to BUYER), in the amount Escrow Agent determines to be required by law; (b) the cost for the Owner's Title Policy described in section 9 below, including the cost of the mechanics' lien coverage required thereby; (c) one-half of Escrow Agent's escrow fee or escrow cancellation charge; and (d) other charges and expenses usually payable by a seller in accordance with the customary practices of Escrow Agent.
Seller’s Payments. At the Closing, and at the relevant times thereafter, as set forth in Section 1 above, Buyer will instruct you to pay by wire transfer of same-day funds the relevant Consideration (as set forth in the Spreadsheet attached as Exhibit A, which shall include with respect to each Seller: name, address, ID number, date of birth or incorporation, place of residence or incorporation, details regarding number of shares and/or options held, as applicable and the bank account details, and with respects to Optionholders, the date of grant, exercise price and tax route of each option) net of any applicable withholding taxes, to each Seller. Such payment shall be made by wire transfer to the account specified in the Spreadsheet. For the avoidance of doubt, your duties as Paying Agent are subject at all times to the instructions of Buyer and Sellers' Representative acting jointly.
Seller’s Payments. Seller shall pay the cost and expenses, if any, of (i) the title search, the cost of the Title Commitment, the basic premium for the Title Policy without special endorsements, and one-half of the costs of updating the existing survey or obtaining a new survey of the Project; (ii) one-half of any escrow fees charged by Title Company; (iii) any Seller’s broker’s fees; (iv) any transfer taxes and fees for recording the deed, including any stamp, documentary or transfer taxes, to the extent imposed by the State of Illinois, Xxxx County or the City of Chicago (CTA portion only) at the aggregate rate of $4.50 per $1000 of consideration.
Seller’s Payments. Seller will pay: (1) any state, city or county excise tax or documentary transfer tax, in the amount Escrow Agent determines to be required by law, (2) the cost of the Title Policy and sales tax thereon, but only up to the amount of the undiscounted premium that would be charged on a an owner's standard coverage form of policy and sales tax thereon, (3) all recording fees, (4) one-half of Escrow Agent's Escrow fee or Escrow termination charge, and (5) other Seller's charges and expenses, in accordance with the customary practices of Escrow Agent.
Seller’s Payments. SELLER will pay: (a) documentary transfer tax (or any other taxes imposed on account of the conveyance of the Property to BUYER), in the amount Escrow Agent determines to be required by law; (b) the cost for an Owner's Title Policy described in section 6 below; (c) one-half of Escrow Agent's escrow fee or escrow cancellation charge; and (d) other charges and expenses usually payable by a seller in accordance with the customary practices of Escrow Agent.
