Payment by the Company Sample Clauses
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Payment by the Company.ÌýExcept as provided in paragraph 6 of Provision A above, the Company shall pay the Authority the sum of (a), (b) and (c) below for Expansion Power capacity and associated energy delivered to the Company by the Authority under this Agreement during any billing period.
(a) The capacity charge per kilowatt for Existing and, as applicable, Additional Allocations of Expansion Power provided for in Service Xxxxxx Xx. 00, applied to the sum of the demands billed to all Expansion Power Customers under all Existing and, as applicable, Additional Allocations.
(b) The energy charge provided for in Service Tariff No. 46, or any modification thereof, applied to the sum of the energy billed to all Expansion Power Customers under all Existing and, as applicable, Additional Allocations.
(c) A charge for the recovery of transmission and NYISO costs incurred by the Authority in connection with the delivery of Existing and, as applicable, Additional Allocations as provided for in Service Xxxxxx Xx. 00 (“the NYISO Charges�), including without limitation the charges imposed on the Authority by Exhibit 1, Schedule A, Section 2 of this Agreement, provided however that nothing in this Agreement shall be construed as limiting in any way any right of any Expansion Power Customer to challenge the Authority’s right to impose such charges pursuant to the Authority’s own rate-making procedures under New York Law. Where power and energy substituted for Expansion Power and energy is delivered to the Company elsewhere, and/or metered elsewhere, appropriate adjustment of meter readings will be made to compensate for losses as if delivery were made at the Authority’s Niagara Power Project Switchyard.
Payment by the Company.ÌýIf the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within one hundred twenty (120) calendar days following the Due Date, then the Company shall pay the Initial Investor 2% of the purchase price paid by the Initial Investor for the Registrable Securities pursuant to the Subscription Agreement for every thirty day period, or portion thereof, following the one hundred twenty (120) calendar day period until the Registration Statement is declared effective. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is declared effective. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement declared effective within said one hundred twenty (120) calendar day period following the Due Date, will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.
Payment by the Company.ÌýIn the event that this Agreement is terminated
(1) by Parent or the Company pursuant to Sections 8.1(b) or 8.1(c), the Company shall pay Parent a fee equal to four million dollars ($4,000,000) in immediately available funds (the "Company Termination Fee"); provided, that (A) such payment shall be made only if following the date hereof and prior to the termination of this Agreement, there has been public disclosure of an Acquisition Proposal with respect to the Company and (1) within nine (9) months following the termination of this Agreement an Acquisition (as defined in Section 8.3(b)(iv)) is consummated or (2) within nine (9) months following the termination of this Agreement the Company enters into an agreement providing for an Acquisition of the Company and an Acquisition is consummated within eighteen (18) months of the termination of this Agreement and (B) such payment shall be made promptly, but in no event later than two (2) Business Days after the consummation of such Acquisition.
(2) by Parent pursuant to 8.1(e), the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay Parent the Company Termination Fee.
Payment by the Company.ÌýAs soon as practicable after receipt of all items referred to in paragraph 3, and subject to the withholding referred to in paragraph 4, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of SAR Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per share of Common Stock on the date of exercise and (B) the Exercise Price.
Payment by the Company.ÌýThe Company agrees that, within ten (10) business days of the effective date of this Agreement as defined in paragraph 3 below, it will deliver a check payable to [EMPLOYEE] in the amount of Dollars ($ .00), less all appropriate withholdings and deductions (this amount shall be referred to herein as the “Paymentâ€�). [EMPLOYEE] acknowledges that upon execution of this Agreement, the Payment described herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to [EMPLOYEE] (including, but not limited to, all forms of payments and/or compensation described in paragraph 2 below) as a result of [EMPLOYEE]’s employment with the Company and/or the termination of that employment and that in the absence of this Agreement, [EMPLOYEE] would not be entitled to the Payment as specified in this paragraph 1 and the other consideration provided under this Agreement.
Payment by the Company.ÌýIf the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by February 20, 1998, (the "Initial Date"), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(c). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, as defined below in this Section 2(c), and such amount shall be equal to two (2%) percent of the purchase price paid by the Initial Investor for the Debenture pursuant to the Subscription Agreement for the period from the Initial Date to the first Computation Date, and two (2%) percent of the purchase price for each Computation Date thereafter, to the date the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within five business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5
Payment by the Company.ÌýThe Company will promptly pay to Parent, but in no event later than two (2) business days after the date of such termination, a fee equal to twenty-one million dollars ($21,000,000) in immediately available funds (the "Termination Fee") in the event that this Agreement is terminated by Parent pursuant to Section 10.1(d) or 10.1(j).
Payment by the Company.ÌýIf the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within thirty (30) days from the Closing Date, then the Company shall pay investor as liquidated damages three percent (3%) of the principal amount of the Debentures issued at that time for every thirty (30) day period or portion thereof until the Registration Statement is declared effective. The Company acknowledges that its failure to have the Registration Statement declared effective within thirty (30) days from the Closing Date will cause the Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties good faith effort to qualify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.
Payment by the Company.ÌýSubject to approval of the Settlement by the Superior Court, the Company agrees to deposit the Maximum Settlement Amount into a Qualified Settlement Fund (“QSFâ€�) set up by the Settlement Administrator for purposes of processing the Settlement and paying the Service Awards, the Settlement Administration Expenses Award, the Attorneysâ€� Fees and Costs Award, and the Settlement Awards. The Company will not be responsible for making any additional payments except as expressly set forth below, whether to the Settlement Class Members, to Plaintiff, to Class Counsel, to the Settlement Administrator, or otherwise (with the exception that the Company agrees to pay its share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes). By funding the Qualified Settlement Fund, the Company will fully discharge its financial obligations under this Agreement and shall have no further financial obligations under this Agreement, whether to the Settlement Class Members, to Plaintiff, to Class Counsel, to the Settlement Administrator, or otherwise (again with the exception that the Company agrees to pay its share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes).
Payment by the Company.ÌýIn the event that this Agreement is terminated by the Company pursuant to Section 7.1(b)(1), Section 7.1(b)(4) or by Parent pursuant to any of Section 7.1(b)(4), Section 7.1(d) (but, in the case of Section 7.1(d), only if such termination is due to an intentional breach of any representation, warranty or covenant by the Company) or Section 7.1(f), the Company shall promptly, but in no event later than ten business days after the date of such termination (subject to the further provisions of this Section 7.3(a)), pay Parent the Termination Fee; provided, that in the case of a termination pursuant to Section 7.1(b)(1), Section 7.1(b)(4) or Section 7.1(d) (but, in the case of Section 7.1(d), only if such termination is due to an intentional breach of any representation, warranty or covenant by the Company), the Termination Fee shall be payable only if following the Agreement Date and prior to such termination, any Person shall have made to the Company or its stockholders, or publicly announced, any Alternative Transaction Proposal with respect to the Company and within 12 months following termination of this Agreement, any Alternative Transaction with respect to the Company is consummated or the Company enters into an agreement providing for an Alternative Transaction, such fee payment to be made concurrently with the consummation of such Alternative Transaction.