Payments by Sellers Sample Clauses

Payments by Sellers. Sellers shall (a) except for Maintenance Expenses, Freight Charges or Mileage Equalization Charges that are being contested in good faith and for which adequate reserves have been provided, pay and discharge when due all Maintenance Expenses, Freight Charges and Mileage Equalization Charges that are Excluded Liabilities, and (b) upon reasonable request by Purchaser from time to time, provide to Purchaser evidence of such payments reasonably satisfactory to Purchaser. Customer Information . On or prior to the Closing Date, Sellers shall deliver to Purchaser a schedule setting forth, to the extent such information is reasonably available to Sellers, the names and phone numbers of appropriate contact persons for each party (other than Sellers or their Affiliates) to the Assigned Contracts.
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Payments by Sellers. Unless otherwise mutually agreed in writing, all transfers of funds by Sellers hereunder shall be made in immediately available funds in U.S. dollars, without deduction, set-off or counterclaim, to Buyer at the account designated by Buyer.
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Payments by Sellers. Each Seller who, at the Closing, owes any amount to any Group Company, including amounts due under those promissory notes issued by certain Sellers to the Company that are listed on the Disclosure Schedules, agrees to pay to such Group Company the aggregate amount (including principal and interest, and whether or not then due) so owed by such Seller at the Closing (collectively, the “Sellers Payments”). For purposes of computing the Closing Working Capital of the Company, payments of such amounts to any Group Company shall be deemed to be received by the Company as of the close of business on the Business Day immediately preceding the Closing Date. Promptly after the Closing, the Buyer shall cause the Company to deliver to each such Seller the original of its promissory note with a marking to the effect that such instrument has been terminated and paid in full.
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Payments by Sellers. Section 2.1. Agreement to Pay Up-Front Fees and Expenses. [Seller[s]] agree[s] to pay or cause to be paid to the Service Provider in Federal (immediately available) funds at the First Time of Delivery the Up-Front Fee Amount and the Up-Front Expense Amount.
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Payments by Sellers. Unless otherwise specified in this Agreement or agreed between the parties, all payments made by any Seller(s) to the Buyer under this Agreement must be made to the Buyer by cash, bank cheque or electronic funds transfer. If a law compels the Sellers to make a deduction or withholding, then the Sellers must ensure that deduction or withholding does not exceed the minimum amount required by law.
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Payments by Sellers. Any amounts contemplated under this Agreement to made by the Sellers in the aggregate shall be paid severally on a pro rata basis in accordance with the Distribution Waterfall. [The remainder of this page is intentionally left blank.]
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Payments by Sellers. Sellers shall (a) except for Maintenance Expenses, Freight Charges or Mileage Equalization Charges that are being contested in good faith and for which adequate reserves have been provided, pay and discharge when due all Maintenance Expenses, Freight Charges and Mileage Equalization Charges that are Excluded Liabilities, and (b) upon reasonable request by Purchaser from time to time, provide to Purchaser evidence of such payments reasonably satisfactory to Purchaser. Customer Information . On or prior to the Closing Date, Sellers shall deliver to Purchaser a schedule setting forth, to the extent such information is reasonably available to Sellers, the names and phone numbers of appropriate contact persons for each party (other than Sellers or their Affiliates) to the Assigned Contracts. Calgary Lease . To the extent not assigned to Purchaser or any of its Affiliates on the Closing Date, Sellers agree to use commercially reasonable efforts to assign, or cause to be assigned, the real property lease for the office suite located at 000 0xx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx (the "Calgary Lease"), from PLM Railcar Management Services Canada Limited, a company incorporated in Alberta, Canada ("PLM Railcar"), as lessee, to Purchaser or any of its Affiliates (as designated by Purchaser) pursuant to an assignment in form and substance satisfactory to Purchaser. From and after the date of assignment of the Calgary Lease to Purchaser or any of its Affiliates, Purchaser agrees that all liabilities or obligations of PLM Railcar with respect to, arising out of, or relating to the Calgary Lease shall be Assumed Liabilities hereunder, and Purchaser shall indemnify and hold PLM Railcar and Sellers harmless against any and all such liabilities and obligations. Nothing in this Section 5.23 shall be deemed to require Sellers to assign, or cause to be assigned, the Calgary Lease to Purchaser or any of its Affiliates, and Sellers shall have no liability to Purchaser or any its Affiliates, and no Purchaser Indemnified Party shall have suffered any Damages, in the event that the Calgary Lease is terminated prior to any assignment or is not assigned to Purchaser or any of its Affiliates. Further, nothing in this Section 5.23 shall be deemed to require Sellers to pay or provide any security deposits or other economic incentives to the landlord under the Calgary Lease to effect any assignment of such lease to Purchaser or any of its Affiliates. Earned Mileage . An...
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Payments by Sellers 
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Related to Payments by Sellers

  • Payments by Assignor Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of the Credit Agreement.

  • Payments by Agent (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:

  • Payments by Borrower Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (excluding Taxes required to be withheld pursuant to Section 3.10), to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or the Issuing Bank, as the case may be, within one (1) Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

  • Payments by Wire-Transfer All payments under this Single Family Shared-Loss Agreement shall be made by wire-transfer in accordance with the wire-transfer instructions on Exhibit 4.

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

  • Payments by Borrowers (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

  • Payments by the Borrowers The applicable Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

  • Payments by the Agent Unless specifically allocated to a Bank Investor pursuant to the terms of this Agreement, all amounts received by the Agent on behalf of the Bank Investors shall be paid by the Agent to the Bank Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) in accordance with their respective related pro rata interests in the Net Investment on the Business Day received by the Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the Bank Investors on such Business Day, but, in any event, shall pay such amounts to the Bank Investors in accordance with their respective related pro rata interests in the Net Investment not later than the following Business Day.

  • Certain Additional Payments by the Company (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

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