Agreement to Make Payments. In the event that (i) an Acquisition Proposal shall have been made known to the Company or any Company Subsidiary, or has been made directly to the Company's stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal and thereafter Company Stockholder Approval is not obtained, or (ii) the Merger Agreement is terminated by Buyer pursuant to Section 9.01(h) or Section 9.01(l) thereof, and if in either case during the period ending June 30, 2000 the Holder sells, assigns or transfers all or any of the Subject Shares (whether by operation of law or otherwise) for consideration in excess of $3.25 per share, then Holder shall pay to Buyer all consideration received by the Holder in connection with such transfer in excess of $3.25 per share. The Holder shall make such payment to Buyer promptly, and in any event no later than three business days, after receipt by the Holder of the consideration from the holder's transferee as aforesaid.
Agreement to Make Payments. As long as the Facility is owned by or leased to the Agency, the Company agrees to pay annually to the Affected Tax Jurisdictions as a payment- in-lieu-of-taxes, on or before September 1 of each year for School District taxes, and on or before January 1 of each year for County and Town taxes (collectively, the "Payment Date"), commencing on September 1, 2024, and January 1, 2025, respectively, an amount equal to the Total Tax Payment, as described in Schedule A attached hereto. The Company shall make all such Total Tax Payments in the amounts and on the dates specified above, whether or not any such Total Tax Payment is billed by the Agency, the Affected Tax Jurisdictions, or any other party. The parties agree and acknowledge that payments made hereunder are to obtain revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are not on the tax rolls.
Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September 1 of each year beginning on September 1, 2022 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “Tax Payments”) for the periods described in Section 1.3. All Tax Payments shall be mailed to the Agency at: 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time.
Agreement to Make Payments. The CMRTA agrees to pay the amount of $2,626,350.04, without interest, to the City and promises to make payments to the City in accordance with the repayment schedule set forth in Exhibit A attached hereto and incorporated herein until the City has been paid in full. This amount is being paid without regard to the amount of franchise fee paid by SC&EG to the City or the amount the City has agreed to reimburse SCE&G. Each payment will be made to the City within five
Agreement to Make Payments. Each Seller covenants and agrees to pay, perform and discharge when due all liabilities, obligations, costs and expenses arising out of or related to any Retained Receivables or the other Retained Assets and all Retained Liabilities, whether such liabilities, obligations, costs, expenses or Retained Liabilities arise prior to, on or after the Closing Date, including, without limitation, all Royalties and Participations, Guild Payments and other amounts due to third parties with respect to the Retained Receivables, the other Retained Assets and all Retained Liabilities. Purchaser shall have no obligation whatsoever to make any such payments or assume any such liabilities, obligations, costs and expenses.
Agreement to Make Payments. The Real Estate Owner and the Operating Company agree, jointly and severally, that they shall make annual payments in lieu of property taxes in the amounts hereinafter provided, to the Agency pursuant to the provisions hereof (the “Total PILOT Payment”). The Real Estate Owner and the Operating Company also agree to give the assessor a copy of this Payment in Lieu of Tax Agreement. The total PILOT Payment due hereunder shall be paid by the Real Estate Owner and the Operating Company to the Agency for distribution to the appropriate officer or officers of the respective Taxing Entities entitled to receive same pursuant to the provisions hereof. The Real Estate Owner and the Operating Company, jointly and severally, shall pay interest and late charges as required by Section 874 of the Act. The first year of this Agreement shall relate to the 2021-2022 School Tax and the 2022 Town and County tax years.
Agreement to Make Payments. As long as the Facility is owned by or subleased to the Agency, the Company agrees to pay annually to the Affected Tax Jurisdictions as a payment-in-lieu-of-taxes, on or before February 1 of each year for School District taxes, and County and Town taxes (collectively, the "Payment Date"), commencing on February 1, 2024, an amount equal to the Total Tax Payment, as described in Schedule A attached hereto. The Company shall make all such Total Tax Payments in the amounts and on the dates specified above, whether or not any such Total Tax Payment is billed by the Agency, the Affected Tax Jurisdictions, or any other party. The parties agree and acknowledge that payments made hereunder are to obtain revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the Land is not on the tax rolls.
Agreement to Make Payments. As long as the Facility is owned by or leased to the Agency, the Company agrees to pay annually to the Affected Tax Jurisdictions as a payment- in-lieu-of-taxes, on or before September 1 of each year for School District taxes, on or before June 1 of each year for Village taxes, and on or before January 1 of each year for County and Town taxes (collectively, the "Payment Date"), commencing on September 1, 2024, June 1, 2024 and January 1, 2025, respectively, an amount equal to the Total Tax Payment, as described in Schedule A attached hereto. The Company shall make all such Total Tax Payments in the amounts and on the dates specified above, whether or not any such Total Tax Payment is billed by the Agency, the Affected Tax Jurisdictions, or any other party. The parties agree and acknowledge that payments made hereunder are to obtain revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are not on the tax rolls.
Agreement to Make Payments. The Company agrees that it shall make annual payments in lieu of property taxes, in the amounts hereinafter provided, to the Agency pursuant to the provisions hereof (the “Total PILOT Payment”). The Total PILOT Payment due hereunder shall be paid by the Company to the Agency for distribution to the appropriate Affected Taxing Jurisdictions (“ATJ’s”) entitled to same pursuant to the provisions hereof (the “ATJ Distribution”) and with a certain portion thereof returned to the Company or an entity identified by the Company as an over-payment of real property taxes (the “Refund Amount”). The first year of this Agreement shall relate to the 2017-2018 School tax year and the 2018 Town and County tax years.
Agreement to Make Payments. As long as the Facility is owned by or subleased to the Agency, the Company agrees to pay annually to the Affected Tax Jurisdictions as a payment in lieu of taxes, on or before October 1 of each year for School District taxes and on or before January 1 of each year for County and Town taxes (collectively, the "Payment Date"), commencing on October 1, 2023 and January 1, 2024, respectively, an amount equal to the Total Tax Payment, as defined on Schedule A attached hereto. The Company shall make all such Total Tax Payments in the amounts and on the dates specified above, whether or not any such Total Tax Payment is billed by the Agency, the Affected Tax Jurisdictions, or any other party. The parties agree and acknowledge that payments made hereunder are to obtain revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the Land is not on the tax rolls.
