Payment Mechanics Sample Clauses
Payment Mechanics. All payments of interest and principal shall be made in lawful money of the United States of America on the date on which such payment is due by wire transfer of immediately available funds to the Noteholder's account at a bank specified by the Noteholder in writing.
Payment Mechanics. Each Discounted Voluntary Prepayment shall be made within 10 Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty, upon irrevocable notice (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 12:00 p.m., 3 Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date of the Discounted Voluntary Prepayment, the principal amount of the Qualifying Loans to be prepaid and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount, on the applicable portion of the Qualifying Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. The par principal amount of each Discounted Voluntary Prepayment of the Term Loans shall be applied ratably to reduce the remaining installments of such Term Loans.
Payment Mechanics. Overture will make payments to Yahoo in U.S. dollars via wire transfer into Yahoo's main account according to the instructions set forth below: [*]
Payment Mechanics without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and(c) the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 29.6 (Partial payments).28.2 Redistribution of paymentsThe Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 29.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.28.3 Recovering Finance Party’s rightsOn a distribution by the Facility Agent under Clause 28.2 (Redistribution of payments), of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.28.4 Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:
Payment Mechanics a) Any payments to be made by a ----------------- subsidiary of Energy pursuant to Section 2.1, 2.2, 3.2 or 3.3 hereof shall be made by such subsidiary to Energy by either crediting as an offset against amounts owed to such member by Energy or to the extent no amounts are owed to such member by Energy, by cash payments to Energy. To the extent any payments are to be made to a subsidiary with respect to the use of such subsidiary's tax attributes by the Consolidated Group pursuant to Section 2.1(d), 2.2, 3.2(b) or 3.3 hereof, Energy shall make such payment to such subsidiary by either crediting as an offset against amounts owned by such member to Energy, or to the extent no amounts are owed to Energy by such member, by cash payments to the Member. (b) Tax payments by Energy with respect to any Consolidated Tax Liability shall be paid by Energy and shall be debited to the Member of the Consolidated Group for their respective shares of such Consolidated Tax Liability as determined pursuant to Article 2 hereof. Tax Refunds received by Energy with respect to any Consolidated Tax Liability, shall be paid by Energy to the Member of the Consolidated Group entitled to such Tax Refund, as determined. (c) Energy shall be responsible for maintaining the books and records reflecting the intercompany accounts reflecting the amounts owned, collected and paid with respect to Taxes pursuant to this Agreement. (d) Energy may delegate to other members of the Consolidated Group responsibilities for the collection and disbursement of monies as required under this Agreement as well as responsibilities for maintaining books and records as required under this Agreement.
Payment Mechanics. Parent agrees that, notwithstanding the terms of Section 1.10 of the Merger Agreement, it shall use commercially reasonable efforts to, or shall use commercially reasonable efforts to cause the Paying Agent to, deliver to Shareholder at least ten (10) days prior to the Effective Time the letter of transmittal contemplated by clause (i) of Section 1.10(c) and the instructions contemplated by clause (ii) of Section 1.10(c) for the purpose of permitting Shareholder or Shareholder’s representatives to deliver the completed paperwork for Shareholder to the Paying Agent prior to or at the Effective Time and, assuming the delivery of such completed paperwork in a timely manner, to receive the cash amount payable to Shareholder by reason of the Merger as soon as practicable after the Effective Time. In addition, Parent agrees to make such arrangements as shall be necessary to cause the Paying Agent to pay the aggregate cash amount to which Shareholder shall be entitled in connection with the Merger by means of wire transfers to one or more brokerage or bank accounts designated in advance of such payment to the Paying Agent by Shareholder.
Payment Mechanics. (a) Subject to Section 10.7, all payments under this Agreement shall be made by Fox directly to Newco and by Newco directly to Fox; provided, however, that the Party receiving any payment under this Agreement may designate a member of its Group to receive such payment on its behalf, and the Party making any payment under this Agreement may designate a member of its Group to make such payment on its behalf. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).
Payment Mechanics. 30.1 Payments to the Agent
Payment Mechanics. All payments of principal and interest hereunder are to be made in lawful money of the United States of America in the manner specified in Article III of the Purchase and Sale Agreement.
Payment Mechanics a) On or prior to the Initial Transfer Date each of the Servicer, the Provider, the Purchaser, and DH-2 shall have entered into the Depositary Agreement and shall have caused the Lockbox Bank to establish the Purchaser Lockbox and the Purchaser Lockbox Account. (b) The Provider shall prepare, execute and deliver to each Obligor other than Governmental Entities who is proposed to be a payor of Receivables, with copies to the Purchaser, on or prior to the Initial Transfer Date, a Notice to Insurers addressed to each such Obligor, which Notice to Insurers shall provide that all checks and EOB's from such Obligors on account of 3 7 Receivables shall be sent to the Purchaser Lockbox and all wire transfers on account of Receivables shall be wired directly into the Purchaser Lockbox Account. (c) The Provider covenants and agrees that, on and after the Initial Transfer Date, all invoices (and, if provided by the Provider, return envelopes) shall set forth only the address of the Purchaser Lockbox as a return address for payment of Receivables and delivery of EOB's, and only the Purchaser Lockbox Account with respect to wire transfers for payment of Receivables. The Provider hereby further covenants and agrees to instruct and notify each of the members of its accounting and collections staff to provide identical information in communications with Obligors with respect to Collections, wire transfers and EOB's.