Payments Etc Clause Samples
The "PAYMENTS, ETC" clause defines the terms and conditions under which payments are to be made between parties in a contract. It typically outlines the timing, method, and currency of payments, as well as any requirements for invoicing or documentation. For example, it may specify that payments are due within 30 days of receiving an invoice and must be made via bank transfer. This clause ensures both parties have a clear understanding of their financial obligations, reducing the risk of disputes over payment timing or methods.
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Payments Etc. (a) All payments and prepayments of principal, interest and fees with respect to the Loans or L/C's or other Obligations shall be made without set-off or counterclaim not later than 1:00 p.m. (Atlanta, Georgia time) on the date when due and in immediately available funds at the Payment Office of the Administrative Agent and in Dollars or Sterling, as applicable.
(i) Any and all payments by any Borrower hereunder or under the 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 (all such excluded net income taxes and franchise 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 5.09(b) as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any 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 required deductions (including deductions with respect to Taxes and Excluded Taxes owed by such Lender on the Gross-up Amount payable under this Section 5.09(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions, and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law subject to section 5.09 (b)(iii) and (iv).
(ii) The Borrowers will indemnify each Lender for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 5.09(b)(i) or on the indemnification payments made by such Borrower under this Section 5.09(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within ten (10) day...
Payments Etc. All payments hereunder shall be made in immediately available funds, and shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs, Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. Borrower shall receive immediate credit on payments received during Lender’s normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at Lender; otherwise payments shall be credited after clearance through normal banking channels. Borrower authorizes Lender to charge any account of Borrower maintained with Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable hereunder, with the amount of such payment subject to availability of collected balances in Lender’s discretion; unless Borrower instructs otherwise, all Loans shall be made in immediately available funds and shall be credited to an account(s) of Borrower with Lender. All payments shall be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Pledge Agreement, the Note, the Loans or the proceeds, Lender or Borrower by any government or political subdivision thereof. Borrower shall upon request of Lender pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on Lender’s income.
Payments Etc. 77 Section 2.15 Interest Rate Not Ascertainable, etc..........................................................78 Section 2.16 Illegality....................................................................................78 Section 2.17
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 the Borrowers under this Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (New York City time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension; provided that if the Agent receives the federal wire confirmation number with respect to such payment before 1:00 p.m. (New York City time) on the date when such payment is due, and the payment is actually received and credited for value to the appropriate account at Bankers Trust Company before the close of business on such due date, then the payment will be deemed to be made on such due date. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. The Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) Fees ratably to the Lenders and (iii) any other amount payable to any Lender to such Lender.
(b) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next
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. (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. NOT TO AFFECT RIGHTS OF THE EMPLOYER:
Payments Etc. 19.1 In this clause 19, "Payment Account" means:
Payments Etc. Except as permitted below, the Borrower will not, and will not permit any of its Subsidiaries to, make any distribution, dividend, payment or delivery of property or cash on or with respect to its Capital Stock or its membership interests, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any membership or other interests or shares of any class of its Capital Stock now or hereafter outstanding (or any warrants exercisable for, or options or stock appreciation rights in respect of, any of such shares of Capital Stock or membership interests), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of Capital Stock or any membership interest in the Borrower or any shares of Capital Stock or other equity interest in any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants exercisable for or stock appreciation rights issued by the Borrower or any Subsidiary with respect to its Capital Stock or membership interests). The foregoing provisions of this Section 6.16 shall not limit or prohibit any of the following transactions:
(a) the making of any distribution, dividend, payment or delivery of property or cash on or with respect to its Capital Stock or its membership interests by (i) any Subsidiary to Trex Company, Inc or TREX Company, LLC or to any Material Subsidiary or (ii) any Subsidiary that is not a Material Subsidiary to another Subsidiary that is not a Material Subsidiary;
(b) the payment by Trex Company, Inc. of a dividend on its common stock solely in shares of its common stock in connection with a split of such common stock and of cash in lieu of fractional shares in connection with any such split of common stock;
(c) any transaction contemplated by the Warrant, including the retirement and cancellation of the Warrant and the issuance of new warrants in exchange, replacement or substitution therefor and payment of cash in lieu of fractional shares of common stock of Trex Company, Inc. upon any exercise of the Warrant;
(d) any transaction which is expressly permitted by Section 6.14 or Section 6.15;
(e) any dividend payable solely in Capital Stock of Trex Company, Inc. (other than Disqualified Stock) or any dividend of rights or other distribution of rights under a Shareholder Rights Plan, any issuance of Capital Stock of Trex Company, Inc. (other than Disqualified Stoc...