Obligations To Make Payments Sample Clauses

Obligations To Make Payments. Section 5.24 of the Merger Agreement is hereby amended and restated as set forth below: “Section 5.24. Intentionally Omitted.”
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Obligations To Make Payments. If a disagreement should arise from any plant subject which is not resolved by the Coordination Committee or the senior representatives of the Parties as provided in Article 19.2, then, pending the resolution of the disagreement by arbitration and/or litigation, Louisville shall continue to operate Xxxxxxx County Unit 1 and make necessary Incremental Capital Assets in a manner consistent with this Agreement, and IMEA shall continue to make all payments required in accordance with the applicable provisions of this Agreement.
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Obligations To Make Payments. If a disagreement should arise out of the Development Work, the Construction Work, the Operating Work, the construction or acquisition of any Incremental Capital Asset or from any Plant Subject which is not resolved by the Coordination Committee or the senior representatives of the Parties as provided in Article 18.2, then, pending the resolution of the disagreement by arbitration (if applicable) and/or litigation, the Companies shall continue to pursue the Development Work, the Construction Work, operate Xxxxxxx County Unit 2, or construct or procure necessary Incremental Capital Assets, as the case may be, in a manner consistent with this Agreement, and the Parties shall continue to make all payments required in accordance with the applicable provisions of this Agreement. Notwithstanding the foregoing, a Party may, in good faith, withhold payment of amounts that it disputes are properly due and payable under this Agreement (a “Withholding Party”), provided, however, any such right to withhold payment is subject to the following conditions: (i) the aggregate amount withheld will not, in the aggregate at any time, exceed $1,000,000, (ii) prior to the date on which the payment(s) to be withheld would otherwise be due, the Withholding Party shall (a) give a detailed written notice to the Party or Parties otherwise entitled to payment of the amount to be withheld and the basis on which the Withholding Party asserts that the amount withheld is not due and owing, (b) deposit the full amount of the withheld payment(s) in an interest-bearing escrow account (the “Escrow Account”) and (c) commence the dispute resolution process set forth in Article 18.2 by requesting a meeting of the Coordination Committee to resolve the dispute. The Escrow Account shall be established by all Parties to the dispute (the “Disputing Parties”) in a reputable financial institution conducting fiduciary business in the United States, as agreed upon by the Parties. The agreement establishing the Escrow Account shall provide that the escrowed sums are not to be released except upon the signature of all Disputing Parties, and shall contain such other provisions as the Disputing Parties and the escrow agent shall agree upon. At such time that the dispute is decided in accordance with Article 18 or otherwise resolved, the Disputing Parties shall direct the escrow agent to release the escrowed sums, including interest earned thereon, in accordance with the decision or other resolution. If the ...
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Related to Obligations To Make Payments

  • Obligation to Make Payments Any Interconnection Party's obligation to make payments for services shall not be suspended by Force Majeure.

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Note Payments The Company agrees that, so long as any Purchaser shall hold any Note, it will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with respect to, such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City local time, on the date due) to (i) the account or accounts of such Purchaser specified in the Purchaser Schedule attached hereto in the case of any Series A Note, (ii) the account or accounts of such Purchaser specified in the Confirmation of Acceptance with respect to such Note in the case of any Shelf Note or (iii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A.

  • Sharing of Reimbursement Obligation Payments Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.

  • Obligation to Make Expense Advances Upon receipt of a written undertaking by or on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified therefore by the Company hereunder under applicable law, the Company shall make Expense Advances to Indemnitee.

  • Failure to Make Payments If the Company fails to make any payment of interest on this Subordinated Note when such interest becomes due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment of the principal of this Subordinated Note when such principal becomes due and payable, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder, the whole amount then due and payable with respect to this Subordinated Note, with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated Note or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this Subordinated Note. Upon an Event of Default, the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated Note, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares of Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s common stock related to the issuance of common stock or rights under any of benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment plans.

  • Our Right to Make Payments and Recover Overpayments If payments which should have been made by us according to this provision have actually been made by another organization, we have the right to pay those organizations the amounts we decide are necessary to satisfy the rules of this provision. These amounts are considered benefits provided under this plan and we will not have to pay those amounts again. If we make payments for allowable expenses, which are more than the maximum amount needed to satisfy the conditions of this provision, we have the right to recover the excess amounts from: • the person to or for whom the payments were made; • any other insurers; and/or • any other organizations (as we decide). As the subscriber, you agree to pay back any excess amount paid, provide information and assistance, or do whatever is necessary to aid in the recovery of this excess amount. The amount of payments made includes the reasonable cash value of any benefits provided in the form of services.

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

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