1855 BANCORP SPECIAL PAYMENT Sample Clauses

1855 BANCORP SPECIAL PAYMENT. 44 11.4 Sandwich Change in Control Expense Fee. . . . . . . . . . . . . . . . . 45 11.5 Amendment, Extension and Waiver. . . . 46
Sample 1
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1855 BANCORP SPECIAL PAYMENT. As a condition of Sandwich's willingness to, and in order to induce Sandwich to, enter into this Agreement, and to reimburse Sandwich for incurring the damages, costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, 1855 Bancorp hereby agrees to pay to Sandwich, as liquidated damages and in lieu of any other rights or remedies under this Agreement, a payment in the amount of $4,000,000 (the "Special Payment") if and only if (i) the Merger is not consummated and the Agreement is terminated in accordance with its terms due to the failure of the condition set
Sample 1
1855 BANCORP SPECIAL PAYMENT. As a condition of Sandwich's willingness to, and in order to induce Sandwich to, enter into this Agreement, and to reimburse Sandwich for incurring the damages, costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, 1855 Bancorp hereby agrees to pay to Sandwich, as liquidated damages and in lieu of any other rights or remedies under this Agreement, a payment in the amount of $6,000,000 (the "Special Payment") if and only if (i) the Merger is not consummated and the Agreement is terminated in accordance with its terms due to the failure of the condition set forth in Section 9.1.7 of this Agreement, or (ii) the Agreement is terminated pursuant to Section 11.1.7 or (iii) 1855 Bancorp otherwise does not consummate the Conversion by no later than February 20, 1999 (subject to the one month extension contemplated in Section 11.1.4 herein), or (iv) Sandwich has terminated this Agreement in accordance with Section 11.1.2 or 11.1.3 because 1855 Bancorp has intentionally or willfully breached any of its representations or warranties herein or intentionally and willfully failed to perform or comply with any of its covenants or agreements herein, to such extent as to permit such termination (such reasons for termination being hereinafter referred to as the "Special Payment Event"). It is understood and agreed that 1855 Bancorp does not intend to (and shall not be obligated to) consummate the Conversion unless the conditions to its obligations to consummate the Merger have been satisfied on or before the Pre-Closing Date. Notwithstanding the foregoing, 1855 Bancorp shall have no obligation to make any Special Payment to Sandwich if the Special Payment Event is primarily due to a breach of a representation or warranty of Sandwich (subject to the standard set forth in Section 9.2.1 of this Agreement) or a breach by Sandwich of one or more covenants in this Agreement (subject to the standard set forth in Section 9.2.2 of this Agreement), which breach of representation, warranty or covenant directly or adversely affects 1855 Bancorp's ability to consummate the Merger or satisfy the condition set forth in Section of this 9.1.7
Sample 1

Related to 1855 BANCORP SPECIAL PAYMENT

  • Special Payment If (1) you submit a Claim Notice in accordance with Paragraph B above on your own behalf (and not on behalf of any other party); (2) we refuse to provide you with the relief you request; and (3) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $5,100 (plus any fees and costs to which you are entitled).

  • Distributions to Certificateholders; Payment of Special Primary Insurance Premiums (a) On each Distribution Date, the Trustee (or any duly appointed paying agent) shall (i) subject to Section 3.05(a)(viii), withdraw from the Certificate Account any Special Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy and (ii) withdraw from the Certificate Account the REMIC II Available Distribution Amount for such Distribution Date and distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II Distribution Amount to the Certificateholders (including the Class R Certificateholders with respect to any distribution to the Holders of the Class R-2 Residual Interest), all in accordance with the written statement received from the Master Servicer pursuant to Section 4.02(b). Any Special Primary Insurance Premiums distributed pursuant to clause (i) above shall be distributed by means of payment acceptable to the insurer under the respective Special Primary Insurance Policy. Amounts distributed to the Certificateholders pursuant to clause (ii) above shall be distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.

  • Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges Borrower will pay each Periodic Payment when due. Borrower will also pay any prepayment charges and late charges due under the Note, and any other amounts due under this Security Instrument. Payments due under the Note and this Security Instrument must be made in U.S. currency. If any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under the Note and this Security Instrument be made in one or more of the following forms, as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer’s check, or cashier’s check, provided any such check is drawn upon an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity; or (d) Electronic Fund Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section 16. Lender may accept or return any Partial Payments in its sole discretion pursuant to Section 2. Any offset or claim that Borrower may have now or in the future against Lender will not relieve Borrower from making the full amount of all payments due under the Note and this Security Instrument or performing the covenants and agreements secured by this Security Instrument.

  • Single-Premium Credit Life Insurance Policy In connection with the origination of any Mortgage Loan, no proceeds from any Mortgage Loan were used to finance a single-premium credit life insurance policy;

  • What Forms of Distribution Are Available from a Xxxxxxxxx Education Savings Account Distributions may be made as a lump sum of the entire account, or distributions of a portion of the account may be made as requested.

  • Single Premium Credit Life Insurance None of the proceeds of the Mortgage Loan were used to finance single-premium credit life insurance policies;

  • Supplemental Payments Applicant shall make annual Supplemental Payments in an amount equal to, but not to exceed, the limit of the annual Supplemental Payment as set out Section 6.2 below, starting with the first complete or partial year of the Qualifying Time Period and accruing on January 1 of each year thereafter, and continuing through the third year following the end of the Tax Limitation Period.

  • Rollovers of Settlement Payments From Bankrupt Airlines If you are a qualified airline employee who has received a qualified airline settlement payment from a commercial airline carrier under the approval of an order of a federal bankruptcy court in a case filed after September 11, 2001, and before January 1, 2007, you are allowed to roll over any portion of the proceeds into your Xxxx XXX within 180 days after receipt of such amount, or by a later date if extended by federal law. For further detailed information and effective dates you may obtain IRS Publication 590-A, Contributions to Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at xxx.xxx.xxx.

  • Health Spending Account contributions by the Executive will cease on the Effective Date. The Executive may submit claims against the balance accrued to the Effective Date, until the end of the calendar year in which the Effective Date occurs.

  • Supplemental Pay 1. Percent To Be of Individual Step

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