Additional Top-Up Payments Sample Clauses

Additional Top-Up Payments. Capital C Holdco and/or management (to the extent management has either purchased or received from Capital C Holdco its equity interests) shall be eligible to receive the 2011 Top-Up, 2012 Top-Up, 2013 Top-Up, 2014 Top-Up or 2015 Top-Up (collectively, the “Top-Up Payments”) within thirty (30) days after the Annual Determination (as defined below) has been determined for each calendar year commencing in 2011 and continuing only during the period of time in which Capital C Holdco and/or management (to the extent management has either purchased or received from Capital C Holdco its equity interests) continues to own equity interests in Capital C LP. For the purposes of calculating any Top-Up Payment, the “Applicable Multiplier” shall mean 10%; provided, however, that if at any time Capital C Holdco and/or management (to the extent management has either purchased or received from Capital C Holdco its equity interests) owns less than 20% of the limited partnership interests in Capital C LP, then the Applicable Multiplier shall be reduced on a pro rata basis to reflect such reduced equity holdings. (i) Payment of the Purchase Price; Limitations and Conditions Precedent to Contingent Payments and Top-Up Payments. Payment of each component of the Purchase Price and any Contingent Payment or Top-Up Payments that is required to be made under this Section 2.1 shall be made in Canadian dollars by the Purchaser by direct wire transfer to the account of Capital C Holdco, as set forth on Schedule 2.1 (or to such other account as Capital C Holdco may notify the Purchaser in writing). Notwithstanding the foregoing provisions in this Section 2.1, the Purchaser shall not be obligated to pay any Contingent Payments or Top-Up Payments to Capital C Holdco unless and until (i) Capital C LP has Working Capital of at least the Working Capital Target for a continuous period of at least 6 months, (ii) Capital C LP has paid Capital C Holdco the Pre-Closing Undistributed Profit Amount in accordance with the Capital C LP Agreement and (iii) Capital C LP has sufficient cash on-hand to pay distributions due in accordance with the Capital C LP Agreement. 5 (j)
Sample 1
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Additional Top-Up Payments. Kenna shall also be eligible to receive the following potential top-up payments (the “Top-Up Payments”):
Sample 1
Additional Top-Up Payments. Capital C Holdco and/or management (to the extent management has either purchased or received from Capital C Holdco its equity interests) shall be eligible to receive the 2011 Top-Up, 2012 Top-Up, 2013 Top-Up, 2014 Top-Up or 2015 Top-Up (collectively, the “Top-Up Payments”) within thirty (30) days after the Annual Determination (as defined below) has been determined for each calendar year commencing in 2011 and continuing only during the period of time in which Capital C Holdco and/or management (to the extent management has either purchased or received from Capital C Holdco its equity interests) continues to own equity interests in Capital C LP. For the purposes of calculating any Top-Up Payment, the “Applicable Multiplier” shall mean 10%; provided, however, that if at any time Capital C Holdco and/or management (to the extent management has either purchased or received from Capital C Holdco its equity interests) owns less than 20% of the limited partnership interests in Capital C LP, then the Applicable Multiplier shall be reduced on a pro rata basis to reflect such reduced equity holdings.
Sample 1

Related to Additional Top-Up Payments

  • Additional Payments Any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one) ☐ - There shall be No Additional Payment made by either Spouse to the other than those listed in this Agreement. ☐ - There shall be an Additional One (1) Time payment in the amount of $ made by the ☐ Husband ☐ Wife to the ☐ Husband ☐ Wife (“Additional Payment”). The Additional Payment shall be made within thirty (30) days after a divorce judgment, decree, or similar document that certifies the Divorce. ☐ - Other. .

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

  • Certain Additional Payments In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

  • Upfront Payments Within ten (10) days of the Effective Date, Celgene shall pay Acceleron Twenty-Five Million U.S. Dollars ($25,000,000) as an upfront, non-creditable, nonrefundable fee, relating to the license grants set forth in Article 4.

  • Optional Payments The Borrowers may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Advances in an aggregate minimum amount of One Million Dollars ($1,000,000) and in integral multiples of One Million Dollars ($1,000,000) in excess thereof. Eurodollar Rate Advances may be voluntarily repaid or prepaid prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.4, in an aggregate minimum amount of Four Million and 00/100 Dollars ($4,000,000) and in integral multiples of One Million and 00/100 Dollars ($1,000,000) in excess thereof; provided, that the applicable Borrower may not so prepay Eurodollar Rate Advances unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further, all Eurodollar Loans constituting part of the same Eurodollar Rate Advance shall be repaid or prepaid at the same time.

  • Additional Fees The Borrower has agreed to pay to the Administrative Agent and the Arranger additional fees, the amount and dates of payment of which are embodied in the Fee Letter.

  • Additional Gross-up Amounts If, despite the initial conclusion of Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a “Non-Parachute Item”), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or Railway’s independent auditors) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of:

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