Procedures for Payment Clause Samples
The Procedures for Payment clause outlines the specific steps and requirements for making and receiving payments under an agreement. It typically details when invoices must be submitted, acceptable payment methods, timelines for payment, and any necessary documentation or approvals. By clearly defining these processes, the clause helps prevent disputes over payment timing and obligations, ensuring both parties understand how and when payments will be handled.
Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure.
(b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes").
(c) The Borrower shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded Taxes (including, without limitation, any taxes other than Excluded Taxes imposed by any jurisdiction on amounts pay...
Procedures for Payment. (1) The concerned structures, authorities and bodies of the MCS as defined in Article 10(1) and (2) of the FWA shall adopt the necessary procedures to ensure that the national authorities can fulfil their contractual commitments regardless of the delays or interruptions in funding from the Commission.
(2) The national authorities shall adopt the necessary procedures to ensure that payments are made only to bank accounts belonging either to recipients or to their assignees. The payment shall be made by the IPARD agency’s bank, or, as appropriate, a governmental payments office, within three working days of the date of debiting against the IPARD euro account. Procedures shall be adopted to ensure that all payments for which transfers are not executed are not declared for reimbursement. If such payments have already been declared these should be re- credited to the Fund via the next monthly/quarterly declarations or in the annual accounts at the latest. Payments shall be made by means of a transfer to the bank account on the name of the recipient. The approval of the authorising official and/or his/her supervisor may be made by electronic means, provided an appropriate level of security over those means is ensured, and the identity of the signatory is entered into the electronic records.
Procedures for Payment. The Paying Agent shall effect the exchange of cash for certificates which, immediately prior to the Effective Time, represented shares of Common Stock entitled to payment pursuant to Section 2.2(a) (the “Certificates”). Within ten (10) Business Days following the Closing Date, Parent shall deliver to each Stockholder a letter of transmittal, in the form and substance substantially similar to Exhibit E attached hereto (the “Letter of Transmittal”) and instructions for use in surrendering certificates to the Paying Agent (or otherwise complying with the final sentence of this Section 2.6(c)) in exchange for the Closing Per Share Cash Consideration as specified in Section 2.2(a), in each case with such changes thereto as are required by the Paying Agent, and the information required by Section 262 of the DGCL in a form that is reasonably acceptable to Parent and the Company. At or as soon as practicable after the Effective Time, each Stockholder who has not already delivered such documents prior to the Effective Time, shall surrender to the Paying Agent Certificates representing the shares of Common Stock held by such Stockholder at the Effective Time, and each Stockholder shall deliver to the Paying Agent a Letter of Transmittal duly completed and validly executed in accordance with the instructions therein and any other documents as may be reasonably required pursuant to such instructions. The Paying Agent shall promptly provide a copy of the Letter of Transmittal, and deliver the Certificates and any stock powers, to Parent. Promptly following the later to occur of (x) the Effective Time and (y) delivery by a Stockholder of its Certificates and executed Letter of Transmittal to the Paying Agent, the Paying Agent shall deliver to such Stockholder the payment to which such Stockholder is entitled under Section 2.2(a) (and calculated as provided in Section 2.6(a)) to the Stockholder as indicated in such Stockholder’s Letter of Transmittal. Until so surrendered, each such Certificate shall represent solely the right to receive the payment to which such Stockholder is entitled under Section 2.2(a) (and calculated as provided Section 2.6(a)), without interest, and such Stockholder’s Pro Rata Share of any Distributions (except for such Distributions not made in accordance with a Stockholder’s Pro Rata Share as a result of differential values of Subaccounts as contemplated by Section 9.6(a)), and neither the Surviving Corporation nor the Paying Agent shall be requ...
Procedures for Payment. Any principal, interest or other moneys repayable or payable hereunder on or in respect of any Bonds may be paid by transfer to the bank account designated in writing by the Subscriber. At the time of Issue, this account shall be: Bank Name: SVB Account Name: Kreos Capital V (UK) Ltd IBAN: SWIFT:
Procedures for Payment. Notwithstanding anything contained in Section 3.2 hereof, the Agent shall not, to the extent requested in writing by a Borrower, apply any mandatory prepayment under such section to any portion of the Revolving Loan which constitutes a Eurodollar Advance until the last day of the respective Interest Period therefor or the earlier maturity of such portion of such Revolving Loan by acceleration or otherwise, such mandatory prepayment, until it can be so applied, to be applied to the prepayment of such portion of the Revolving Loan comprising Base Rate Advances. If there shall remain any portion of such mandatory prepayment after payment in full of such portion of the Revolving Loan constituting Base Rate Advances, then until such remaining portion of the mandatory prepayment can be applied to the Eurodollar Advances as aforesaid, such remaining portion of such mandatory prepayment shall be invested and reinvested by and in the name of the Agent in investments of the type permitted under Section 9.4(b) hereof with the type and maturity of such investments to be mutually agreed to by the Agent and the Borrowers. All interest earned on such investments shall be for the account and risk of the Borrowers. Interest earned on any portion of principal applied to the Eurodollar Advance shall be, so long as no Default or Event of Default shall have occurred and be continuing, and to the extent received by the Agent, turned over to the Borrowers promptly following application of such principal to such Eurodollar Advance, as the Agent shall determine. As additional collateral security for the Lender Debt, the Company hereby grants to the Agent a security interest in (x) any such mandatory prepayments and any investments thereof, including, without limitation, any certificates or instruments evidencing any such investments, and all claims and choses in action in respect of the foregoing, (y) any interest or other payment made in respect of such investments and (z) any and all proceeds of any of the above and all claims and choses in action in respect of the foregoing (all of the foregoing constituting part of the Collateral). To the extent the Agent makes any such investments, the Company hereby authorizes the Agent to hold any certificate or instrument evidencing such investments.
Procedures for Payment. The Exchange Agent, by 10:00 a.m., New York City time, on the Trading Day next following its receipt (i) of notification from the Depositary that it has received an agent’s message from a beneficial holder electing to exercise its exchange option with respect to Debentures, and delivery of such Debentures into the Exchange Agent’s account with the Depositary, or (ii) of a completed and manually signed Notice of Exchange with respect to Debentures, and receipt of such Debentures in certificated form from the Holder, shall notify the Company of the Original Principal Amount of Debentures which has been tendered for exchange. When the Current Market Price of the Reference Shares attributable to the Debentures to be exchanged has been determined (or, if the Company elects to satisfy its exchange obligation solely in Reference Shares, within three Trading Days after the Exchange Date), the Company shall deliver an Officer’s Certificate to the Trustee and, if different, the Exchange Agent, setting forth the exact amount to be paid and/or the number of Reference Shares of each Reference Company, series or class to be delivered to the tendering Holder and shall deposit such cash and/or deliver such Reference Shares to the Exchange Agent. Upon receipt of such cash and/or delivery of such Reference Shares, the Exchange Agent shall, as soon as practicable (x) in the case of a Global Debenture, pay such cash and/or cause such shares to be transferred to the Depositary and (y) in the case of certificated Debentures, pay such cash or deliver such shares as directed by the tendering Holder.
Procedures for Payment. 66 ss. 3.5. UNUSED FACILITY FEE........................................ 66 ss. 3.6. FEES....................................................... 67
Procedures for Payment. Each Application for Payment and payment shall be made in accordance with the procedures set forth in the General Conditions. An estimated billing/invoice schedule shall be provided and updated throughout the term of this Agreement to indicate cash flow requirements for the Project.
Procedures for Payment. 18.2.1 Separation pay shall be paid in the month of July or January following separation.
18.2.2.1 For purposes of determining separation pay when a contract year will not be completed, the Employee shall receive credit for one day of sick leave for each month of the contract year completed before separation.
Procedures for Payment. Procedures for UDEQ payment will be in accordance with Office of Management and Budget (OMB) Circulars ▇-▇▇▇, ▇-▇▇ and A-128 and 32 C.F.R. § 278.1. This Agreement is considered a cooperative agreement within the meaning of 31 U.S.C. § 6305. After this Agreement is executed, UDEQ may submit requests for payments on a quarterly basis. USAF will process the requests and make payment within 30 days after receipt of the request. Within 60 days after the end of each quarter, UDEQ shall submit to USAF a status report, including cost summaries which directly relate allowable costs actually incurred by UDEQ under this Agreement during the quarter. Allowability of costs shall be determined in accordance with this Agreement and OMB Circular 87. Audits shall be accomplished in accordance with OMB Circular A-128. USAF has the right to audit cost reports used by UDEQ to develop the cost summaries.