Procedure for Payment Clause Samples

Procedure for Payment. (i) At and as of the Effective Time: (A) the Buyer will pay or cause the Transaction Subsidiary to pay to the Paying Agent cash (the "Payment Fund") in an amount equal to the Merger Consideration minus the Post Closing Escrow Deposit and the Benefit Plan Escrow Deposit, and the Buyer, Surviving Corporation, Paying Agent, and the Representatives, as agents for and representatives of the Company Shareholders, shall execute and deliver to the Paying Agent, the Paying Agent Agreement in the form attached hereto as Exhibit B (the "Paying Agent Agreement"). The Payment Fund shall be held and disbursed in accordance with and subject to the terms of the Paying Agent Agreement; (B) the Buyer will cause the Paying Agent to mail a letter of transmittal (with instructions for its use) in a form agreed upon by the Parties (the "Letter of Transmittal") to each record holder of outstanding Company Shares for the holder to use in surrendering the certificates which represented his, her or its Company Shares in exchange for the payment of their respective portion of the Payment Fund in accordance with the Paying Agent Agreement. In accordance with and subject to the terms of the Paying Agent Agreement, the Paying Agent will accept the surrender of all properly tendered certificates which represent the Company Shares, transmit payment to the holders of such certificates of their respective portion of the Payment Fund and deliver such certificates to the Surviving Corporation, all in accordance with the Paying Agent Agreement. No interest will accrue or be paid to the holder of any outstanding Company Shares with respect to the Payment Fund; (C) the Buyer will pay or cause the Transaction Subsidiary to pay an amount in cash equal to the Post Closing Escrow Deposit to the Post Closing Escrow Agent, and the Buyer, the Surviving Corporation, the Post Closing Escrow Agent and the Representatives, as agents for and representatives of the Company Shareholders, shall execute and deliver to the Post Closing Escrow Agent, the Post Closing Escrow Agreement in the form attached hereto as Exhibit D (the "Post Closing Escrow Agreement"). The Post Closing Escrow Deposit shall be held and disbursed in accordance with and subject to the terms of the Post Closing Escrow Agreement; and (D) the Buyer will pay or cause the Transaction Subsidiary to pay an amount in cash equal to the Benefit Plan Escrow Deposit to the Benefit Plan Escrow Agent, and the Buyer, the Benefit Plan Escrow Agent, the S...

Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification and payment hereunder. The Secretary of the Company, or such other person as shall be designated by the Board, shall promptly advise the Board in writing of such request for indemnification. Any indemnification payment due hereunder shall be paid by the Company no later than five (5) business days following the determination, pursuant to this Article VI, that such indemnification payment is proper hereunder.

Procedure for Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "PAYING AGENT") for the purpose of receiving certificates representing Shares and paying the Merger Consideration. Buyer will make available to the Paying Agent, in such amounts as may be needed from time to time, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Buyer will send, or will cause the Paying Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Paying Agent) and instructions for use in effecting the surrender of certificate in exchange for the Merger Consideration. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Paying Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. From and after the Effective Time, all Shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired, and each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Paying Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether, and to what extent, the Indemnitee is entitled to indemnification and payment hereunder. The Secretary of the Company, or such other person as shall be designated by the Board of Directors, promptly upon receipt of a request for indemnification shall advise the Board of Directors, in writing, of such request. Any indemnification payment due hereunder shall be paid by the Company no later than five (5) business days following the determination, pursuant to this Article VI, that such indemnification payment is proper hereunder.

Procedure for Payment. In accordance with 2.06B, Comal County Auditor will send an invoice to WORD, which shall include, but not be limited to, a listing of hours worked by type of employee, the rate charged for the employee’s work, and the hours worked. Contractor shall keep all records to substantiate the Contractor’s billing, which shall be made available to WORD for inspection. WORD shall review each monthly billing and provide payment to Contractor within thirty (30) days of receipt of the invoice.

Procedure for Payment. (i) Immediately after the Effective Time, (A) the Buyer will furnish to an exchange agent selected by it ("EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Preferred Shares equal to the product of (I) the Conversion Ratio times (II) the number of outstanding Target Units (other than any Buyer-owned Units) and (B) the Buyer will mail a letter of transmittal (with instructions for its use) each record holder of outstanding Target Units for the holder to use in surrendering the certificates which represented his or its Target Units in exchange for a certificate representing the number of Preferred Shares to which he or it is entitled. (ii) The Buyer will not pay any dividend or make any distribution on Preferred Shares (with a record date at or after the Effective Time) to any record holder of outstanding Target Units until the holder surrenders for exchange his or its certificates which represented Target Units. The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. (iii) The Buyer may cause the Exchange Agent to return any Preferred Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding Target Units shall be entitled to look to the Buyer (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the Buyer Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates.

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI will furnish to the Exchange Agent a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by (II) the number of outstanding CRA Shares, (B) SSI will cause the Exchange Agent to mail a letter of transmittal for the holder to use in surrendering the certificates which represented his or its CRA Shares in exchange for a certificate representing the number of SSI Shares to which that holder is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange Agent. (ii) SSI will not pay any dividend or make any distribution on SSI Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Shares until the holder surrenders for exchange that holder's certificates which represented CRA Shares. SSI instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI as a dividend or distribution in one or more permitted investments determined by SSI; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Shares as necessary. SSI may cause the Exchange Agent to pay over to SSI any net earnings with respect to the investments, and SSI will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Shares. (iii) SSI may cause the Exchange Agent to return any SSI Shares and dividends and distributions thereon remaini...

Procedure for Payment. (i) On the Effective Date and as a condition precedent to the effectiveness of the Merger, (A) MMI will furnish to U. S. Stock Transfer Company, or such other stock transfer company as may be mutually acceptable to the parties (the "PAYING AGENT") a corpus (the "PAYMENT FUND") consisting of cash sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to the holders of all of the outstanding FAJ Shares and (B) MMI will cause the Paying Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as EXHIBIT 2 to each record holder of outstanding FAJ Shares for the holder to use in surrendering the certificates which represented its shares of FAJ Shares against payment of the Merger Consideration. No interest will accrue or be paid to the holder of any outstanding FAJ Common Stock. (ii) MMI may cause the Paying Agent to invest the cash included in the Payment Fund in one or more of the permitted investments set forth on EXHIBIT 3 attached hereto; provided, however, that the terms and conditions of the investments shall be such as to permit the Paying Agent to make prompt payment of the Merger Consideration as necessary. MMI may cause the Paying Agent to pay over to MMI or FAJ any net earnings with respect to the investments, and MMI will replace promptly any portion of the Payment Fund that the Paying Agent losses through such investments. (iii) MMI may cause the Paying Agent to pay over to MMI any portion of the Payment Fund (including any earnings thereon) remaining 180 days after the Effective Date, and thereafter all former stockholders shall be entitled to look to MMI (subject to abandoned property, escheat, and other similar laws) as general creditors thereof with respect to the cash payable upon surrender of their certificates. (iv) MMI shall pay all charges and expenses of the Paying Agent.

Procedure for Payment. To obtain indemnification for --------------------- Liabilities under this Agreement, and to obtain indemnification for Expenses not paid in advance of the final disposition of any Proceeding pursuant to Article V, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether, and to what extent, the Indemnitee is entitled to indemnification and payment hereunder. The Secretary of the Company, or such other person as shall be designated by the Board of Directors, promptly upon receipt of a request for indemnification shall advise the Board of Directors, in writing, of such request. Any indemnification payment due hereunder shall be paid by the Company no later than five (5) business days following the determination, pursuant to this Article VI, that such indemnification payment is proper hereunder.