Estimated Payment. Notwithstanding the foregoing, if the Additional Amount cannot be finally determined on or before the Payment Date (as defined in section 2.4), the Parent shall pay or cause the Company to pay on the Payment Date an estimate, as determined in good faith by the Company, of the minimum amount of the Additional Amount. Any portion of the Additional Amount that is not made on the Payment Date shall bear interest at a rate equal to one-hundred twenty (120) percent of the monthly compounded applicable federal rate, as in effect under section 1274(d) of the Code for the month in which the Payment Date occurs. In the event that the amount of the estimated payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the payor, payable on the fifth day after demand by the Parent or the Company, as applicable, with interest at the rate provided under section 1274(d) of the Code until paid.
Estimated Payment. On or before the due date of GM's payment of estimated tax, Delphi will pay to GM the amount, if any, shown in the calculation of Delphi Group estimated tax. If, at the due date of any payment of estimated tax, or after the close of the tax year, Delphi's calculations show that its previous payments to GM are in excess of the Delphi Group Tax Liability for estimated tax due on a cumulative basis, GM shall promptly refund such excess to Delphi. No refund shall be required prior to the filing of the Income Tax Return related to such taxes unless GM can obtain cash benefit of such Delphi excess payment whether by refund from the taxing authorities or by reduction of other taxes for which GM is liable.
Estimated Payment. Tenant shall make monthly installment payments toward Tenant’s Share of Increases in Real Estate Taxes on an estimated basis, based on Landlord’s reasonable good faith estimate of Real Estate Taxes for such calendar year. Tenant shall pay Landlord, as Additional Rent, commencing on the first day of the second Lease Year and on the first day of each month thereafter throughout the Term (and any extension thereof), one-twelfth (1/12th) of Landlord’s reasonable but good faith estimate of Tenant’s Share of Increases in Real Estate Taxes for the then-current calendar year. If at any time or times during such calendar year it appears to Landlord that Tenant’s Share of Increases in Real Estate Taxes for such calendar year will materially vary from Landlord’s estimate, Landlord may, by written notice to Tenant, once during any calendar year, reasonably revise its estimate for such calendar year and Tenant’s estimated payments hereunder for such calendar year shall thereupon be based on such revised estimate.
Estimated Payment. 17.1 When ENTRUSTEE requests estimated payment to ENTRUSTOR, ENTRUSTEE must submit “an estimated payment invoice” pursuant to FORM No. 5 to ENTRUSTOR.
Estimated Payment. At the Initial Closing, Purchaser shall pay to the Seller Representative by wire transfer of immediately available funds to an account to be specified in a written notice delivered by the Seller Representative to Purchaser at least three (3) Business Days prior to the Closing Date an aggregate amount in cash equal to the result of: (i) Twenty-Four Million Dollars ($24,000,000), plus (ii) the Estimated Closing Working Capital Adjustment (which for the avoidance of doubt may be a positive or negative amount), minus (iii) the Estimated Closing Deferred Revenue Adjustment, minus (iv) the Indemnification Escrow Amount, minus (v) the Adjustment Escrow Amount, minus (vi) the Title IV Advance Amount, and minus (vii) the ED Payment.
Estimated Payment. Tenant shall make monthly installment payments toward Tenant’s Share of Real Estate Taxes on an estimated basis, based on Landlord’s reasonable estimate of Real Estate Taxes for such calendar year. Tenant shall pay Landlord, as Additional Rent, commencing on the first day of the Term and on the first day of each month thereafter throughout the Term (and any extension thereof), one-twelfth (1/12th) of Landlord’s estimate of Tenant’s Share of Real Estate Taxes for the then-current calendar year. If at any time or times during such calendar year it appears to Landlord that Tenant’s Share of Real Estate Taxes for such calendar year will materially vary from Landlord’s estimate, Landlord may, by written notice to Tenant, once during any calendar year, reasonably revise its estimate for such calendar year and Tenant’s estimated payments hereunder for such calendar year shall thereupon be based on such revised estimate.
Estimated Payment. At the Closing and subject to the terms and conditions hereof, the Seller shall pay the Purchaser by wire transfer of immediately available funds on the Closing Date an amount (the "Estimated Purchase Price") equal to (a) the Deposit Liabilities as of the close of business on the second (2nd) business day prior to the Closing Date determined in accordance with Section 1.4(a) hereof reduced by (b) the sum of the following items (each to be determined for purposes of calculating the Estimated Purchase Price as of the close of business on the second (2nd) business day prior to the Closing Date): (i) the aggregate unpaid principal balances of the Loans, plus or minus the balances of any transferred escrow accounts; (ii) the net book value of the Fixed Assets as shown on the books and records of the Seller; (iii) the face amount of the xxxxx cash, ATM cash, off-site ATM cash, teller cash, and vault cash and cash equivalent items maintained at the Branches, and amounts due from depository institutions attributable to the Branches determined in accordance with Section 1.2(g) hereof; (iv) the aggregate interest and Late Fees receivable but unpaid on the Loans; (v) the aggregate of the "Appraised Fair Market Value" (as defined by and determined in accordance with Section 9.15(a) of this Agreement) for the Real Property owned by Seller; and (vi) an amount equal to 4.5% of the average balance of the accounts representing the Premium-Based Deposit Liabilities over the period commencing on the date of this Agreement and ending at the close of business on the Closing Date (with such premium to be estimated as of the average figure for the period ended the second (2nd) business day prior to the Closing Date for purposes of the Estimated Purchase Price calculation); such payment formula shall be further adjusted in accordance with Section 1.14. “Premium-Based Deposit Liabilities” means all of Seller’s obligations and liabilities related to Seller’s deposit accounts at the Branches which are not (a) Excluded Deposits, or (b) time-based Municipal Deposits, the balance of which is increased in amount (excluding interest, dividends, fees, costs and other charges that have been accrued but not paid, credited, or charged to such Municipal Deposits) between the date of this Agreement and the close of business on the Closing Date, but only to the extent of such increase in balance; or (c) time-based Municipal Deposits that are opened between the date of this Agreement and the clo...
Estimated Payment. Prior to the Commencement Date and prior to the first day of each Calendar Year thereafter during the Term, Landlord shall submit to Tenant an estimate of the CAM Costs expected to be incurred by Landlord during the upcoming Calendar Year and a statement of Tenant's Proportionate Share of such estimated annual CAM Costs. In addition to the Basic Rent, Tenant shall pay to Landlord, beginning on the Commencement Date and continuing on the first day of each month thereafter during each Calendar Year, one-twelfth (1/12) of the estimated annual amount of Tenant's Proportionate Share of CAM Costs as set forth in Landlord's statement, plus one-twelfth (1/12) of the Management Fee payable for that Calendar Year. However, if the Commencement Date is a day other than the first day of a calendar month, then the installment of CAM Costs and Management Fee for the first month of the Term shall be pro rated on the basis of a thirty (30)-day month. If Landlord fails to give Tenant notice of its estimated payments due under this Section for any Calendar Year, then Tenant shall continue making monthly estimated payments in accordance with the estimate for the previous Calendar Year until a new estimate is provided. When the new estimate is provided, Tenant's monthly estimated payments shall be adjusted in accordance with the new estimate and if any deficiency exists in the payments already made for the Calendar Year in question, the deficiency shall be paid with the next monthly installment of Basic Rent. No delay by Landlord in providing any estimate under this Section or any statement under Section 7.5 shall excuse Tenant from paying Tenant's Proportionate Share of CAM Costs or the Management Fee for any period within the Term. If Landlord determines during any Calendar Year that, because of unexpected increases in CAM Costs, Landlord's estimate of the CAM Costs for that Calendar Year was too low, then Landlord shall have the right to give a new statement of the estimated Tenant's Share of CAM Costs for such Calendar Year or the balance thereof and to bill Tenant for any deficiency which may have accrued during such Caxxxxar Year, and Tenant shall thereafter pay monthly estimated payments based on such new statement. The initial amount of Tenant's estimated monthly payments of CAM Costs and Management Fee shall be Two Thousand Seven Hundred Sixty-Five and 11/100 Dollars ($2,765.11) per month (exclusive of Real Estate Taxes, Insurance Premiums, and any costs of maintainin...
Estimated Payment. No later than the end of each calendar quarter, the Brynmawr Entities shall pay or cause to be paid any amount that they reasonably and in good faith estimate to have then accrued and remained unpaid in respect of the Cash Participation (an "Estimated Quarterly Payment"). Simultaneously with the making of any Estimated Quarterly Payment, the Brynmawr Entities shall send Administrator LLC supporting documentation showing in reasonable detail the computation of the amount of the Estimated Quarterly Payment.
Estimated Payment. At the Closing, the Buyer shall pay to the Sellers by wire transfer of immediately available funds in accordance with, and to the accounts designated by the Company on behalf of the Sellers in, the Consideration Spreadsheet an aggregate amount in cash equal to the result of: (i) Three Hundred Ninety-Five Million Dollars ($395,000,000), minus (ii) the sum of the Closing Payments and Assumed Obligations, plus (iii) the Estimated Closing Working Capital Adjustment (which for the avoidance of doubt may be a positive or negative amount), minus (iv) the Escrow Amount, minus (v) the Purchased Subsidiary Membership Interests Purchase Price, minus (vi) the Sellers’ Representative Expense Amount, minus (vii) the Estimated Holding Company CODI Liability, and minus (viii) the Installment Payment Retention Amount.
