Delta Payment definition
Examples of Delta Payment in a sentence
The right of Laramie or Delta to have the Laramie Payment or Delta Payment, as applicable, reduced to reflect one or more Environmental Defect Adjustments pursuant to this Article 5 shall be the exclusive right and remedy of Laramie, Delta and the Company with respect to environmental matters affecting the Assets.
The Company will enter into a Credit Agreement, dated as of June 4, 2012, with JPMorgan Chase, N.A. and ▇▇▇▇▇ Fargo Bank, N.A. as lenders (the “Revolving Credit Agreement”), and, as of the Closing, the Company shall have sufficient funds to pay the Laramie Payment and the Delta Payment.
Notwithstanding anything to the contrary herein, in no event shall there be any adjustments to the Laramie Payment or Delta Payment, as applicable, or other remedies provided Laramie or Delta for any Title Defect unless the Title Defect Amounts of all such Title Defects applicable to the Laramie Assets or Delta Assets, in the aggregate, excluding any Title Defects cured by the applicable Party, exceed a deductible in an amount equal to $2,500,000 (“Aggregate Title Deductible”).
Each of the Laramie Payment and the Delta Payment shall be further adjusted according to this Section 15.1 without duplication, as applicable to the Laramie Assets and Delta Assets respectively.
Any estimate made pursuant to clause (a) of the previous sentence shall be final, and no further adjustment to the Laramie Payment and Delta Payment, as applicable, shall be made with respect to an apportioned Property Tax based on the actual 2012 mill levy, valuation, equalization, assessment or a revised determination of 2011 production.
If the Company elects to accept the contribution of such Asset, the Laramie Payment or the Delta Payment, as applicable, shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to the Company, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”).
Once the Aggregate Environmental Deductible has been reached as to the Laramie Assets or the Delta Assets, the Company shall be entitled to adjustments to the Laramie Payment or the Delta Payment, as applicable, only with respect to such Environmental Defects in excess of the Aggregate Environmental Deductible.
Notwithstanding the foregoing, Delta shall be entitled, without notice, to deduct from any payment owed to Pinnacle hereunder (a “Delta Payment”) any amounts that, at the time such Delta Payment is owed to Pinnacle hereunder, are due and owing to Delta under that certain Promissory Note dated July 1, 2010 issued by Pinnacle, Parent and Mesaba to Delta (the “Promissory Note”).
For each following month, a TC Delta Payment shall be calculated and paid by Sears as provided for above, until the Applicable Termination Charge is reduced to twenty percent (20%) of the original Applicable Termination Charge (the “TC Holdback Amount”).
The Applicable Termination Charge shall be reduced by each TC Delta Payment made by Sears, and as otherwise provided for in this Agreement.