Payments Etc Clause Samples

Payments Etc. (a) Except as otherwise specifically provided herein, all payments under this Agreement and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent, for the account of and distribution of the respective Pro Rata Share to each Lender except in the case of payments made under Section 4.05(d), which shall be made solely to Agent, not later than 11:00 A.M. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds at its Payment Office. (i) All such payments shall be made free and clear of and without deduction or withholding for any Taxes in respect of this Agreement, the Notes or other Credit Documents, or any payments of principal, interest, fees or other amounts payable hereunder or thereunder (but excluding, except as provided in Section 4.07(b)(iii) hereof, (A) any Taxes imposed on the overall net or gross income of the Lenders pursuant to the laws of the jurisdictions with taxing authority over such Lenders, (B) any franchise or similar taxes imposed on the Lenders pursuant to the laws of the jurisdictions with taxing authority over such Lenders (other than the state of Tennessee), but only where such franchise or similar taxes are imposed in lieu of Taxes on the overall net or gross income of the Lenders, and (C) any franchise or similar taxes imposed on the Lenders pursuant to the laws of the state of Tennessee). If any Taxes are so levied or imposed, Nels▇▇ ▇▇▇ees (I) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of all amounts due hereunder and under the Notes and other Credit Documents, after withholding or deduction for or on account of any such Taxes (including additional sums payable under this Section 4.07), will not be less than the full amount provided for herein had no such deduction or withholding been required, (II) to make such withholding or deduction, and (III) to pay the full amount deducted to the relevant authority in accordance with applicable law. Nels▇▇ ▇▇▇l furnish to the Agent and each Lender, within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Nels▇▇. ▇▇ls▇▇ will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed and paid by the Agent or Lender and any liabilit...

Payments Etc. Section 3.07. Interest Rate Not Ascertainable, etc.................................... Section 3.08. Illegality.............................................................. Section 3.09.

Payments Etc. All payments to be made by the Applicant under this Agreement for the account of the Issuing Bank relative to reimbursement of an LC Disbursement shall be made at the Chicago office of the Administrative Agent not later than 2:30 p.m., New York City time, on the date payments are required to be made pursuant to Section 2.4, and all other payments to be made by the Applicant under this Agreement shall be made at the Chicago office of the Administrative Agent not later than 2:00 p.m., New York City time, on the date when due and in either case shall be made in lawful money of the United States of America in freely transferable and immediately available funds. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by Borrower under this Agreement (including any prepayments) shall be made without defense, set-off or counterclaim to Lender not later than 1:00 p.m. (Orlando time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando time) by Lender, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. Payments received via wire transfer before 5:00 p.m. (Orlando time) shall be treated as having been received by Lender on the same Banking Day as receipt of such funds if (i) Borrower has sufficiently identified to Lender the Advance and related Mortgage Loan to which such payment relates (by the last name(s) of each Obligor and loan number(s)) prior to 1:00 p.m. (Orlando time) on the next Banking Day after receipt of such funds and (ii) the transfer is actually confirmed by Lender as being credited to Lender's account with the Federal Reserve on the Banking Day of the receipt of such funds. Lender is authorized by Borrower to debit amounts on deposit in the Master Advance Account (or any of Borrower's other accounts maintained with Lender) for payment of interest and Fees when due. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. (b) Whenever any payment to be made hereunder or under the Note shall be stated to be due on a day that is not a Banking Day, the due date thereof shall be extended to the next succeeding Banking Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by Lender of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the Obligations, all amounts received on any day by Lender in respect of principal of the Advances shall be applied by Lender as follows: first, to repay the aggregate principal amount of Advances due and payable on such day pursuant to Section 2.7; second, to prepay outstanding Advances being prepaid on such da...

Payments Etc. All payments to be made by the Applicant under this Agreement for the account of the Issuing Bank relative to reimbursement of an LC Disbursement shall be made at the Chicago office of the Issuing Bank not later than 2:30 p.m. on the date payments are required to be made pursuant to Section 2.4, and all other payments to be made by the Applicant under this Agreement shall be made at the Chicago office of the Administrative Agent not later than 2:00 p.m. on the date when due and in either case shall be made in lawful money of the United States of America in freely transferable and immediately available funds. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.

Payments Etc. You agree to pay at the time indicated in each Order Form all payments due from you thereunder. You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Products or SAAS Services or on account of your acquisition or ownership or use of the Products (exclusive only of taxes based on net income derived by Service Provider), and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the SAAS Services, or your acquisition or ownership or use of the Products. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser's failure to report or pay such taxes. You agree that Service Provider and its assigns shall have a security interest in the Products until you have paid in full the total purchase price of those Products shown in each applicable Order Form. You agree that this agreement shall be a security agreement as defined by the Uniform Commercial Code in effect in the jurisdiction in which the Products are located and Service Provider is authorized to execute and file financing statement or other recordings in order to document the security interest. In the event that you default in any of the terms and conditions of the SAAS Subscription Agreement, including these Terms of Purchase and Use and any Order Forms completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; (b) Without demand or legal process, you authorize Service Provider's agents to enter into the premises where the Products may be found and take possession and remove the same and you specifically waive any claim or right of action for trespass or damages in connection with Service Provider's exercise of such right. Service Provider shall have the right to sell, lease or retain the Products in complete or partial satisfaction of ...

Payments Etc. (a) All payments under this Agreement shall be pro rata among the Lenders in accordance with their Percentages and shall be made by the Borrower, without defense, setoff, or counterclaim, to the Agent not later than 12:00 noon (New York time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office and any funds received by the Agent after such time shall, for all purposes of this Agreement, be deemed to have been paid on the next succeeding Business Day. The Agent shall thereafter cause to be distributed to the Lenders, on the Business Day when paid, in like funds their Percentage of payments so received. (b) Whenever any payment to be made hereunder or under the Promissory Notes shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (unless the relevant Interest Period expires on the next preceding Business Day pursuant to Section 2.7(iii), in which case the due date shall be the next preceding Business Day) and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension. (c) All computations of interest on the Advances shall be made on the basis of a year of (x) in the case of Advances on which interest is computed on the basis of the Eurodollar Rate, 360 days, and (y) in the case of Advances on which interest is computed on the basis of the Alternate Rate, 365/366 days, in either case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments under this Agreement and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 11:00 A.M. (Eastern time) on the date when due and shall be made in Dollars in immediately available funds at its Payment Office. (i) Any and all payments by Interface hereunder or under the Term Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the ju- risdiction of such Lender's appropriate Lending Office or any political subdivision thereof, and (B) by a jurisdiction in which any payments are to be made by Interface hereunder, other than the United States of America or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Lender and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (B), to the extent such taxes are imposed as a result of a change - 27 - in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 3.07(b) as "Taxes"). If Interface shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Term Note to any Lender, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all ...

Payments Etc. NOT TO AFFECT RIGHTS OF THE EMPLOYER: