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Taxes and Time, Place, and Method of Payments Sample Clauses

Taxes and Time, Place, and Method of Payments. (a) All payments required pursuant to this Agreement or the Notes shall be made without set-off or counterclaim in Dollars and in immediately available funds free and clear of, and without deduction for, any Indemnified Taxes or Other Taxes; provided, however that if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased by the amount (the “Additional Amount”) necessary so that after making all required deductions (including deductions applicable to additional sums described in this Section 2.6(a)) the Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) each Borrower shall make any such deductions and (iii) each Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. In addition, to the extent not paid in accordance with the preceding sentence, each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (b) Subject to the provisions of Section 2.13, each of the Borrowers, on a joint and several basis, shall indemnify the Agent and each Lender for Indemnified Taxes and Other Taxes payable by such Person, provided, however, that no Borrower shall be obligated to make payment to the Agent or any Lender in respect of penalties, interest and other similar liabilities attributable to such Indemnified Taxes or Other Taxes if such penalties, interest or other similar liabilities are attributable to the gross negligence or willful misconduct of the Person seeking indemnification; provided further, that neither any Lender nor the Agent shall be entitled to indemnification for Indemnified Taxes and Other Taxes paid by such Person more than three months prior to the date such Lender or the Agent gives notice and demand thereof to the Borrowers (except that, if the indemnification is based on a Regulatory Change giving rise to such Indemnified Taxes or Other Taxes the effect of which is retroactive, then the three month period referred to above shall be extended to include the period of retroactive effect thereof). (c) If a Lender or the Agent shall become aware that it is entitled to claim a refund from a Governmental Authority in respect of Indemnified Taxes or Other Taxes paid by any Borrower pursuant to this Section 2.6, including Indemnified Taxes or Other Taxes as to which it ha...
Taxes and Time, Place, and Method of Payments. All payments required pursuant to this Agreement or the Notes shall be made without set-off or counterclaim in Dollars and in immediately available funds free and clear of, and without deduction for, any Indemnified Taxes or Other Taxes; provided, however that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased by the amount (the “Additional Amount”) necessary so that after making all required deductions (including deductions applicable to additional sums described in this paragraph) the Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. In addition, to the extent not paid in accordance with the preceding sentence, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

Related to Taxes and Time, Place, and Method of Payments

  • Time and Method of Payment Except as otherwise provided in Section 4.02, all amounts payable to any Funding Agent or Investor hereunder or with respect to the Series 2020-1 Class A-1 Advance Notes shall be made to the Administrative Agent for the benefit of the applicable Person, by wire transfer of immediately available funds in Dollars not later than 1:00 p.m. (New York City time) on the date due. The Administrative Agent will promptly, and in any event by 5:00 p.m. (New York City time) on the same Business Day as its receipt or deemed receipt of the same, distribute to the applicable Funding Agent for the benefit of the applicable Person, or upon the order of the applicable Funding Agent for the benefit of the applicable Person, its pro rata share (or other applicable share as provided herein) of such payment by wire transfer in like funds as received. Except as otherwise provided in Section 2.07 and Section 4.02, all amounts payable to the Swingline Lender or the L/C Provider hereunder or with respect to the Swingline Loans and L/C Obligations shall be made to or upon the order of the Swingline Lender or the L/C Provider, respectively, by wire transfer of immediately available funds in Dollars not later than 1:00 p.m. (New York City time) on the date due. Any funds received after that time will be deemed to have been received on the next Business Day. The Issuer’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Issuer to the Administrative Agent as provided herein or by the Trustee or Paying Agent in accordance with Section 4.02 whether or not such funds are properly applied by the Administrative Agent or by the Trustee or Paying Agent. The Administrative Agent’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Administrative Agent to the applicable Funding Agent as provided herein whether or not such funds are properly applied by such Funding Agent.

  • Purchase Price and Method of Payment 4.1 The Total purchase price of the property shall be the amount stated in paragraph E1 of the Information Schedule regardless of the final extent of the property as reflected on the site diagram attached marked “Annexure A”. 4.2 The Purchaser shall pay the Seller’s attorneys the deposit for the property as stated in paragraph E2 of the Information Schedule on signature of this agreement by the Purchaser, which deposit shall be held in trust by the Seller’s attorneys and invested in an interest bearing account in accordance with the provisions of Section 26 of the Alienation of Land Act No 68 of 1981 (as amended) with interest to accrue to the Purchaser. The provisions of this clause 4.2 shall constitute authority to the Conveyancers, in terms of Section 78(2A) of the Attorneys Act, to invest the deposit for the benefit of Purchaser pending registration of transfer. 4.3 The Seller will not be bound to the Purchaser in terms of this agreement until such time as the deposit referred to in paragraph E2 has been paid to the Sellers attorneys trust account referred to in paragraph 4.2 above. The Seller shall be entitled to accept further offers acceptable to the Seller, until such time that written confirmation is given to the Seller or his attorneys by the Purchaser confirming the payment of the deposit as provided for in this clause 4.3 In the event of the Seller accepting an offer to purchase the property on terms and conditions acceptable to the Seller prior to receipt of such written notification, this agreement shall be deemed ipso facto null and void. 4.4 Within 21 (twenty one) days after signature of this agreement, the Purchaser shall furnish the Seller with an irrevocable guarantee issued by a registered commercial bank for the due payment of the balance of the purchase price of the property as referred to in clause E4 of the Information Schedule, or in the event of the Purchaser requiring a mortgage bond for purposes of acquiring the property in the amount recorded in clause E3 of the Information Schedule, within 21 (twenty one) days of securing a mortgage bond as provided for in clause 16.1 hereunder. 4.5 Or alternatively to the delivery of the guarantee referred to in clause 4.4 above, the Purchaser shall within the same time periods as provided for in the aforesaid clause, pay into the trust account of the attorneys, the balance of the purchase price of the property as referred to in clause E4 of the Information Schedule, to be held by such attorneys in an interest bearing trust account, interest to accrue for the benefit of the Purchaser until the date upon which payment of the relevant amount falls due to the Seller. The Purchaser hereby irrevocably authorises the attorneys to release from the funds so received, the payments due to the Seller in terms of the provisions of this agreement. 4.6 The Seller, at its sole discretion may elect to extend the periods as mentioned in clause 4.4 and/or 4.5 above. 4.7 All amounts payable by the Purchaser in terms of this agreement shall be paid to the Seller’s attorneys free of bank charges or commission at Cape Town and without deduction or set off by means of a bank guaranteed cheque or a cheque drawn by a registered South African commercial bank. 4.8 The Total Purchase Price of the property as recorded in clause E1 of the Information Schedule shall be paid to the Seller on date of registration of transfer.

  • Compensation and Method of Payment Subject to any limitations set forth below or elsewhere in this Agreement, District agrees to pay Consultant the amounts specified in Exhibit B “Compensation”. The total compensation, including reimbursement for actual expenses, shall not exceed Ninety-Two Thousand Dollars ($92,000.00), unless additional compensation is approved in writing by the District. a. Each month Consultant shall furnish to District an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-consultant contracts. Sub-consultant charges, if any, shall be detailed by the following categories: labor, travel, materials, equipment and supplies. District shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection b. In the event any charges or expenses are disputed by District, the original invoice shall be returned by District to Consultant for correction and resubmission. b. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by District, District will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. c. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

  • Currency and method of payments All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it: (a) by not later than 11.00 a.m. (New York City time) on the due date; (b) in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement); (c) in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and (d) in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.

  • Manner and Time of Payment All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (San Francisco time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day.

  • Purchase Price and Terms of Payment The purchase price (“Purchase Price”) for the Interests is SIXTY FIVE MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($65,150,000.00); provided, however, under certain circumstances, as set forth in Section 3(b) hereof, the Purchase Price is subject to be increased based upon the cost to defease all or a part of the Indebtedness. The Purchase Price shall be paid by Buyer as follows: A. Within three (3) business days after the Effective Date, Buyer shall deposit the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) with the Escrow Agent and the Escrow Agent shall deposit the Xxxxxxx Money (hereinafter defined) in an interest bearing account. Buyer shall be entitled to all interest accumulating on the Xxxxxxx Money, unless Seller is entitled to retain the Xxxxxxx Money as liquidated damages pursuant to the terms of Section 14 below. The initial $500,000 deposit together with interest on all such amounts shall hereinafter collectively be called the “Xxxxxxx Money.” Buyer’s taxpayer identification number is 00-0000000. B. Upon Closing and subject to the provisions of Section 3(b) hereof, the Indebtedness shall not be discharged or released (whether by pay off or defeasance, as applicable), but shall remain outstanding after Closing and the Buyer shall assume such Indebtedness. The Indebtedness, and all documents executed in connection therewith, is listed on Schedule 6 attached hereto and made a part hereof (hereinafter, the “Loan Documents”). C. Upon Closing, the Xxxxxxx Money shall be applied against the Purchase Price, and the balance of the Purchase Price (subject to the adjustments set forth in paragraph D below) shall be paid to Seller by wire transfer of immediately available funds pursuant to written instructions from Seller. If this Agreement is terminated pursuant the provisions hereof and Buyer is not in default under this Agreement, then Buyer shall be entitled to a return of the Xxxxxxx Money. D. The amount of cash payable at Closing shall be equal to the amount of the Purchase Price less the amount of Indebtedness (principal and interest) actually assumed by Buyer at Closing (and not defeased) and for which the Companies are released from liability. Seller acknowledges and agrees that: (a) the Exploration Indebtedness will have an outstanding principal balance of approximately $3,444,276.00 as of December 31, 2003, a fixed interest rate of 8.6251% and a maturity date of June 26, 2009; (b) the Exploration III Indebtedness will have an outstanding principal balance of approximately $3,057,761.00 as of December 31, 2003, a fixed interest rate of 8.75% and a maturity date of August 1, 2007; and (c) the Red Cedar Indebtedness will have an outstanding principal balance of approximately $4,104,082.00 as of December 31,2003, a fixed interest rate of 7.7% and a maturity date of November 1, 2007. E. Notwithstanding any contrary provision contained herein, the Purchase Price shall also be increased at Closing by an amount equal to the total amount of all escrow amounts held by the holder or holders of all Loans assumed by Buyer at Closing, including, without limitation, escrows for taxes, insurance, leasing upfit costs and leasing commissions.

  • Price and Terms of Payment To be valid, Supplier's invoices must contain Twitter's Order number and part number, the manufacturer's part number, a full description of the Deliverables, the quantity, unit price and total price, and the delivery address, as applicable. Valid Supplier invoices will become due for payment by Twitter, net thirty (30) days from Twitter's receipt of the Deliverables or the date of receipt of a correct invoice (whichever is later) unless otherwise indicated on the face of the Order. The date of invoice will not predate the date of delivery of the relevant Deliverables. Supplier will send invoices to Twitter's address designated on the face of the Order or to such other address as Twitter may specify in writing. Notwithstanding anything to the contrary contained in the Agreement, (a) Invoices submitted more than six (6) months after Twitter’s receipt of Deliverables will be rejected and no payment shall be made and (b) Twitter shall have no liability whatsoever under the Agreement for amounts due under any such invoice. Currency shall be in United States dollars unless otherwise identified on the face of the Order.

  • Method of Payments Any amount due under this Guarantee shall be paid: (a) in immediately available funds; (b) to such account as the Security Trustee may from time to time notify to the Guarantor; (c) without any form of set-off, cross-claim or condition; and (d) free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make.

  • PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS If any portion of work being Bid is subject to the prevailing wage rate provisions of the Labor Law, the following shall apply:

  • Consideration and Terms of Payment In consideration for the Recorder providing User with direct access to Laredo as indicated within this Agreement, User shall pay to the Recorder as follows: • The fees for access to the Recorder’s real estate records are based on a sliding scale model. Users will select which plan they wish to use on Attachment A where fee structure is outlined. • The Recorder reserves the right to change the fees outlined in Attachment A. Upon any such change in fees, User will receive written notification from the Recorder before being billed the new amount. In such case, the remaining terms of this Agreement will remain in effect with the new fee structure unless properly terminated according to the terms outlined in Paragraph 1. • Users may switch to a different rate plan within the first five (5) days of each month. The Recorder must receive written notification of User’s intent to change plans for the change to take effect. The prorated amounts will be based on calendar days not business days. • User joining at initial signup, a monthly period will be billed for prorated portion of the month of which user is signed. The prorated amount will be based on calendar days not business days. The day on which a User joins will become the first day of the prorated month.