Payments; Expenses Clause Samples
Payments; Expenses. For the avoidance of doubt, no payments shall become due and payable and neither Party will be obligated to reimburse the other Party for any costs incurred by the other Party under or in connection with this Agreement unless and until the Closing has occurred. Except as otherwise specified herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Party incurring such costs and expenses, whether or not the Closing will have occurred.
Payments; Expenses. All payments made by the Guarantor pursuant to this Guaranty shall be made in the lawful currency of the United States of America, in immediately available funds to the office of the Administrative Agent set forth on Annex I to the Credit Agreement not later than 11:00 a.m., Atlanta time, on the date one Business Day after demand therefor. The Guarantor shall pay, on demand, all costs and expenses incurred by the Guaranteed Parties in the collection and enforcement of this Guaranty including the reasonable fees and disbursements of counsel to the Guaranteed Parties if collection and/or enforcement is sought by or through an attorney.
Payments; Expenses. All payments made by the Guarantor ----------------- pursuant to this Guaranty shall be made in the lawful currency of the United States of America, in immediately available funds to the main office of the Seller, not later than 11:00 a.m., Atlanta time, on the date three business days after demand therefor. The Guarantor shall pay, on demand, all costs and expenses incurred by the Seller in the collection and enforcement of this Guaranty including the fees and disbursements of counsel to the Seller if collection is sought by or through an attorney.
Payments; Expenses. All costs and expenses incurred in connection with this Merger Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses; provided, however, Cirracor shall not incur costs and expenses through the Closing Date in excess of $125,000.
Payments; Expenses. All payments made by the Guarantor pursuant to this Guaranty shall be made in the lawful currency of the United States of America, in immediately available funds on the date demand therefor is made. The Guarantor shall pay, on demand, all costs and expenses incurred by the Lender in the collection and enforcement of this Guaranty including the reasonable fees and disbursements of counsel to the Lender if collection is sought by or through an attorney.
Payments; Expenses. 4.1 Except as provided below, Congress will pay to the Participants jointly each month compensation equivalent to interest on the Participants' Interest, out of and only to the extent of the amounts actually received by Congress as interest on the Advances during such month at a rate per annum equal to the Prime Rate minus three and one-half percent (3-1/2%). Such compensation shall be calculated on the same basis on which interest is calculated on the Advances. Notwithstanding the foregoing, if the Borrower's loan account with Congress is In Liquidation, then all payments of the Participants' compensation under this section shall be suspended until Congress has received payment in full of all Extraordinary Expenses and Congress's share of the outstanding Advances and the accrued interest thereon.
4.2 Except as provided in Section 4.1 above, Congress shall retain in full all fees, charges, and compensation paid by the Borrower pursuant to the Financing Agreements and the Financing Order.
4.3 The Participants shall not be entitled to the repayment of Participants' Interest except as provided in Section 4.4 of this Agreement. Congress does not assume, and shall not have any personal liability to either Participant for, the repayment of any part of the Participants' Interest or any compensation thereon, and any losses arising from or with respect to the Participants' Interest or the compensation thereon shall be borne by the Participants.
4.4 Upon the expiration or earlier termination of the Financing Agreements, or when the Borrower's account is In Liquidation, Congress shall pay to the Participants jointly all Collections received by Congress, if any, after the payment in full to Congress of the Extraordinary Expenses and Congress's share of and interest in the Advances and accrued interest thereon, until the Participants' Interest and Participant Expenses (as hereinafter defined) shall have been repaid in full. At Congress's election in its sole discretion, Congress may make such payments by turning over such Collections to the Participants in the form received.
4.5 Each Participant acknowledges that during the term of the Financing Agreements and when the Borrower's account is not In Liquidation, the outstanding Advances may be less than the Participants' Interest. Congress shall not be required to make any payment in reduction of the Participants' Interest while either such circumstance exists.
4.6 Congress shall bear the ordinary general and administrat...
Payments; Expenses. All payments made by the Guarantor pursuant to this Guaranty shall be made in immediately available funds in the currency or currencies in which such Guaranteed Obligations are then denominated, to the main office of NationsBank, N.A. (South), an affiliate of the Agent, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, not later than 11:00 a.m., Atlanta, Georgia time, on the date one Business Day after demand therefor, to the extent any demand is so required. If the Guarantor is unable for any reason to effect payment in a relevant Alternative Currency as required by this Guaranty or if the Guarantor shall default in the payment in such Alternative Currency, each Guaranteed Party may, through the Agent, require such payment to be made in Dollars in the Dollar Equivalent amount of such payment. In any case in which the Guarantor shall make such payment in Dollars, the Guarantor agrees to hold the Banks harmless from any loss incurred by the Banks arising from any change in the value of Dollars in relation to such Alternative Currency between the date such payment became due and the date of payment thereof. The Guarantor shall pay, on demand, all costs and expenses incurred by any Guaranteed Party in the collection and enforcement of this Guaranty including the fees and disbursements of counsel to such Guaranteed Party actually incurred by such Guaranteed Party if collection is sought by or through an attorney.
Payments; Expenses. All payments made by the Guarantor ----------------- pursuant to this Guaranty shall be made in the lawful currency of the United States of America, in immediately available funds to the main office of the Bank, not later than 11:00 a.m., Atlanta, Georgia time, on the date three (3) business days after demand therefor. The Guarantor shall pay, on demand, all costs and expenses incurred by the Bank in the collection and enforcement of this Guaranty, including the reasonable fees and disbursements of counsel to the Bank actually incurred and based upon the total number of hours performed and not upon the statutory limit set forth in Official Code of Georgia Annotated Section13-1-11, if collection is sought by or through an attorney.
Payments; Expenses. All payments made by the Guarantors pursuant to this Guaranty shall be made in the lawful currency of the United States of America, in immediately available funds to the main office of the Guaranteed Party, not later than 11:00 a.m., Atlanta time, on the date three business days after demand therefor. The Guarantors shall pay, on demand, all costs and expenses incurred by the Guaranteed Party in the collection and enforcement of this Guaranty, including the reasonable fees and disbursements of counsel to the Guaranteed Party if collection is sought by or through an attorney.
Payments; Expenses. The Parties agree that until such time as a permanent CFO is hired by the Company, the Service Provider shall make ▇▇. ▇▇▇▇▇▇▇ available to provide the CFO Services. The parties hereto agree that as compensation for the performance of the CFO Services, the Company hereby agrees to the pay the Service Provider, in cash, the hourly rate provided for in the Administrative Services Agreement, in an amount not to exceed $50,000 per month, on a cumulative basis, for so long as ▇▇. ▇▇▇▇▇▇▇ continues to provide CFO Services; provided however that such amount shall be increased by the greater of the annual increase in the Consumer Price Index for All Urban Consumers, or three (3%) percent annually, effective as of January 1st of each year of this Agreement. The Service Provider shall remain solely responsible to pay ▇▇. ▇▇▇▇▇▇▇ his salary, all payroll taxes associated therewith and any bonuses or other compensation and benefits associated with ▇▇. ▇▇▇▇▇▇▇’▇ employment.