Satisfaction of Payment Obligations Sample Clauses

Satisfaction of Payment Obligations. DWR’s obligation under this Agreement to remit any and all payments to the Participating Districts is fully satisfied by remitting payment to the Responsible District designated by the Participating Districts under Section 4.3.5 of this Agreement.
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Satisfaction of Payment Obligations. The parties hereto agree that after any wire transfer or share delivery to (or in accordance with the instructions of) the Shareholders’ Representative as contemplated by Sections 2.2 through 2.5 has been duly received by the Shareholders’ Representative or by the person or account designated by the Shareholders’ Representative, the Purchaser shall no longer have any obligation or liability with respect to the payment of cash or delivery of shares represented thereby and the Selling Shareholders shall look only to the Shareholders’ Representative for such payment and shares.
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Satisfaction of Payment Obligations. (a) In order to satisfy the payment obligations of the Principal Stockholders arising under any provision of this Agreement, Buyer or a Buyer Indemnified Party shall have the right (in addition to collecting directly from the Principal Stockholders) to set off its indemnification and damages claims against any and all amounts due to the Principal Stockholders pursuant to Section 1.2(c) hereof. Any such setoff shall be pro-rated among the Principal Stockholders. If any Principal Stockholder disputes the amount of any indemnification or damages claim made by Buyer or a Buyer Indemnified Party and Buyer or such Buyer Indemnified Party elects to exercise its right of set off pursuant to this Section 10.6, then Buyer or such Buyer Indemnified Party shall pay the amount of the claim (up to the amount then payable to such Principal Stockholder) into an interest bearing escrow account at a London clearing bank established by English solicitors appointed by the Principal Stockholders and Buyer or the Buyer Indemnified Party, respectively, for such purpose (such account requiring a signature of a partner of each such firm in respect of any instructions or transaction) pending agreement or judicial determination of the claim. Upon agreement or judicial determination of such claim, the amount of the claim agreed or determined as payable to Buyer or a Buyer Indemnified Party shall be paid to Buyer or such Buyer Indemnified Party within three (3) days of the agreement or determination, together with interest actually earned thereon, and subject to all claims being agreed or judicially determined and any amounts being paid to Buyer or such Buyer Indemnified Party in accordance with this Section 10.6, the balance on the account (including accrued interest) shall be paid to the Principal Stockholders within three (3) days of the agreement or determination of the last outstanding claim and the parties shall instruct their respective solicitors accordingly.
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Satisfaction of Payment Obligations. In any circumstance under this Agreement where the Purchaser has any obligation to make payment to any or all of the Shareholders, each of the Shareholders hereby authorizes the Purchaser to make such payment to the Shareholders' Solicitors, whose receipt shall be sufficient evidence of payment and shall operate as a good discharge to the Purchaser and who shall be obliged to see the appropriate application of such payment among the Shareholders.
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Satisfaction of Payment Obligations. Upon (i) payment by Parent of the Funding Amount to the Selling Stockholders pursuant to the Funds Flow Memorandum and (ii) delivery by Parent of the Escrow Amount to the Escrow Agent, Parent shall be deemed to have satisfied its obligations to make payments in respect of the Merger Consideration.
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Satisfaction of Payment Obligations. Upon Purchaser’s payment (or causing payment to be made) of (i) the Common Stock Merger Consideration and the Closing Residual Cash Consideration to the Representative, (ii) the Purchase Price Adjustment Escrow Amount to the Escrow Agent pursuant to Section 2.02(f), (iii) the Indemnity Escrow Amount to the Escrow Agent pursuant to Section 2.02(g), (iv) the outstanding balance of all Indebtedness in respect of the Company Note to NPC LLC pursuant to Section 2.02(h), (v) all amounts necessary to discharge fully the outstanding balance of all Indebtedness set forth on Schedule 2.02(i) to the holders of such Indebtedness pursuant to Section 2.02(i) in accordance with the payoff letters, and (vi) the Transaction Expenses as directed by the Representative pursuant to Section 2.02(k), all of Purchaser’s payment obligations at the Closing pursuant to this Article II shall be deemed to be satisfied in full, notwithstanding any failure on the part of the Representative or any Person to pay any corresponding portion of such amounts to any former holder of Company Stock or Options.
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Related to Satisfaction of Payment Obligations

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.

  • Payment Obligation of Lenders Each Lender severally agrees to pay to the Agent on demand in immediately available funds in Dollars the amount of such Lender’s Commitment Percentage of each drawing paid by the Agent under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.3.(d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Lender’s Commitment Percentage of such drawing. If the notice referenced in the second sentence of Section 2.3.(e) is received by a Lender not later than 11:00 a.m., then such Lender shall make such payment available to the Agent not later than 2:00 p.m. on the date of demand therefor; otherwise, such payment shall be made available to the Agent not later than 1:00 p.m. on the next succeeding Business Day. Each such Lender’s obligation to make such payments to the Agent under this subsection, and the Agent’s right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 11.1.(f) or 11.1.(g) or (iv) the termination of the Commitments. Each such payment to the Agent shall be made without any offset, abatement, withholding or deduction whatsoever.

  • Facility of Payment If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Payment Obligation (a) The Subscriber shall bear the obligation to pay the Service Fee to SORACOM from the day when SORACOM starts to provide the Subscriber with the telecommunication channel pursuant to this Agreement.

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