Certain Payments at Closing Sample Clauses

Certain Payments at Closing. To the extent the following Company liabilities have not been paid in cash prior to the Balance Sheet Closing Date, at Closing a portion of the Aggregate Cash Consideration (and, with respect to that portion of the Management Sale Bonus payable in Aggregate Share Consideration, a portion of the Aggregate Share Consideration) shall be used and applied by the Stockholders to pay the following to the extent that such amounts are known at Closing and not otherwise payable at a later date as expressly provided in this Agreement:
Sample 1
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Certain Payments at Closing. The parties agree and acknowledge that (a) all amounts due and payable to X. Xxxxx & Co. in connection with the consummation of the transactions contemplated by this Agreement shall be paid in cash at Closing by Parent and (b) all amounts then due and payable to Sidley Austin LLP, counsel to the Special Committee of the Board of Directors of Parent, and Ellenoff, Xxxxxxxx and Schole LLP, counsel to Parent, shall be paid in cash at Closing by Parent and (c) Parent will promptly pay all fees and expenses of Sidley Austin LLP for post-closing matters after receipt of invoices therefor.
Sample 1
Certain Payments at Closing. The parties agree and acknowledge that (a) if and to the extent any amounts become due and payable pursuant to the warrant agreements listed on Schedule 3.02(c) of the Disclosure Schedules upon consummation of the transactions contemplated in this Agreement, such amounts shall be paid to the holders thereof by eMerge in cash at or after Closing, (b) all amounts due and payable to AgriCapital Corporation and X. Xxxxx & Co. in connection with the consummation of the transactions contemplated by this Agreement shall be paid in cash at Closing by eMerge, (c) all amounts then due and payable to Hunton & Xxxxxxxx LLP, counsel to eMerge, shall be paid in cash at Closing by eMerge and (d) outstanding principal of, and accrued interest on, the Xxxxxxx Loan shall be repaid in cash at Closing.
Sample 1
Certain Payments at Closing. To the extent that any obligations of Grande Holdings to pay fees and expenses incurred in connection with the consummation of the Transactions, including fees and expenses of Xxxxxx Capital Partners and counsel, or to make payments under the Transaction Bonus Plan remain unpaid as of the Closing Date, such obligations shall be included in the Grande Holdings Transaction Expenses and become the obligations of Grande Operating, and Parent shall, or shall cause Grande Operating to, make such payments immediately after the Closing Date, to the accounts and in the amounts specified by Grande Holdings.
Sample 1
Certain Payments at Closing 
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Related to Certain Payments at Closing

  • Certain Payments Without the prior consent of the Dealer Manager, none of the Company, the Advisor or any of their respective affiliates will make any payment (cash or non-cash) to any associated Person or registered representative of the Dealer Manager.

  • Payments at Closing At the Closing, Buyer shall:

  • Treatment of Certain Payments Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.

  • Treatment of Passthru Payments and Gross Proceeds The Parties are committed to work together, along with Partner Jurisdictions, to develop a practical and effective alternative approach to achieve the policy objectives of foreign passthru payment and gross proceeds withholding that minimizes burden.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Restrictions on Payments An employee shall not be entitled to payment for inclement weather as provided for in this clause unless the employee remains on the job until the provisions set out in this clause have been observed.

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any:

  • Reinstatement; Certain Payments If any claim is ever made upon any Secured Party for repayment or recovery of any amount or amounts received by such Secured Party in payment or on account of any of the Obligations, such Secured Party shall give prompt notice of such claim to each other Agent and Lender and the Administrative Borrower, and if such Secured Party repays all or part of such amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such Secured Party or any of its property, or (ii) any good faith settlement or compromise of any such claim effected by such Secured Party with any such claimant, then and in such event each Loan Party agrees that (A) any such judgment, decree, order, settlement or compromise shall be binding upon it notwithstanding the cancellation of any Indebtedness hereunder or under the other Loan Documents or the termination of this Agreement or the other Loan Documents, and (B) it shall be and remain liable to such Secured Party hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Secured Party.

  • Absence of Certain Payments To its knowledge, neither the Parent nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledge, neither the Parent nor any of its respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

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