ADJUSTING PAYMENT Sample Clauses

ADJUSTING PAYMENT. Based upon computations to be prepared by the effected Group and approved by the Tax Administrators and the Tax CPA, an adjusting payment equal to the difference between amounts previously paid with respect to estimated taxes for the Consolidated Return shall be made by one Group to the other on or before October 15, 1999 based on the Consolidated Return as filed.
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ADJUSTING PAYMENT. If (i) the proceeds received by one Party under Xxxx Xxx’x Insurance Policies exceed that Party’s Shared Percentage of the total coverage available under those Insurance Policies (the “Overallocated Party”), (ii) those Insurance Policies are exhausted by the claims of one or both of the Parties, and (iii) the other Party has Liabilities which cannot be paid under those Insurance Policies due to the exhaustion of those policies or because an insurer becomes insolvent (the “Underallocated Party”), then the Overallocated Party shall make a payment to the Underallocated Party in an amount which will result in the Underallocated Party having received, after taking into account actual insurance proceeds received by the Underallocated Party under the Xxxx Xxx Insurance Policies and any insolvent insurer distributions or guarantee fund payments and the adjusting payment (and previous adjusting payments made under this Section 2.5), proceeds equal to the lesser of (x) the Underallocated Party’s Shared Percentage of the total coverage or (y) the amount of Liabilities of the Underallocated Party. The Parties shall make adjusting payments under this Section 2.5 at any time and from time to time when there is an Underallocated Party. The requirement to make an adjusting payment under this Section shall terminate ten years after the Distribution Date, except with respect to any matters in dispute between the Parties at that time.
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ADJUSTING PAYMENT. (a) Within three (3) Business Days of the agreement or determination of the Purchase Price in accordance with Clause 3.3: (i) if the Purchase Price exceeds the Closing Payment, the Buyer shall pay the difference to the Seller, on such bank account as shall have been notified by the Seller to the Buyer no later than five (5) Business Days prior to the Closing Date; or (ii) if the Purchase Price is less than the Closing Payment, the Seller shall repay the difference to the Buyer, on such bank account as shall have been notified by the Buyer to the Seller no later than five (5) Business Days prior to the Closing Date. (a) shall bear interest except for the legal interest that would be applicable in the case of late payment as per paragraph (a). (b) The amount of the Purchase Price as determined pursuant to Clause 3.3 shall be final and binding on the Parties which expressly waive any rights whatsoever to dispute the determination of the computation of the Cash, the Debt, the Target Working Capital and the Working Capital, and therefore, the Purchase Price except in case of fraud or manifest error.
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ADJUSTING PAYMENT. 10-11 5. Ownership Rights............................................................................ 11-13 6. Site Licences and Licence Fees.............................................................. 13-17 7. Further Stations to be acquired, additional Stations to be shared and removal of Stations.................................................................................... 17-19 8. Operating Procedures Manual.....................................................................
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ADJUSTING PAYMENT. Within *** of the end of each calendar quarter (commencing after Elan has made the first commercial sale of any Product), Elan shall calculate the amount of an additional payment from Elan to Ligand (if any) as follows: in respect of each Product and for the quantities supplied in each country of the Territory, Elan shall pay to Ligand the amount (if any) by which the product of the Net Sale Price and the relevant proportion for that Product set out in APPENDIX B exceeds the Floor Price in respect of the Product in each country of the Territory. Such adjusting payment shall be made within *** from the end of each calendar quarter (commencing after Elan has made the first commercial sale of any Product). For purposes of this calculation, the Net Sale Price shall be converted into US dollars at the mid-price exchange rate between the local currencies and the US dollar as published in THE FINANCIAL TIMES on the day on which such additional payment is calculated. For the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. avoidance of doubt, in no instance shall the result of these calculations cause a negative adjustment to the Floor Price.
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ADJUSTING PAYMENT. Within 15 Business Days of the agreement, deemed agreement or determination of the Completion Statements in accordance with schedule 5: (a) if the Consideration exceeds the Completion Payment, the Purchaser shall pay an amount equal to the excess to the Seller; or (b) if the Consideration is less than the Completion Payment, the Seller shall repay an amount equal to the difference to the Purchaser.
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ADJUSTING PAYMENT. Within ten Business Days of the agreement or determination of the Completion Statements in accordance with schedule 5: 3.4.1 if the Consideration less the Deposit exceeds the Completion Payment, the Purchaser shall pay the difference to the Seller; or 3.4.2 if the Consideration less the Deposit is less than the Completion Payment, the Seller shall repay the difference to the Purchaser.
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ADJUSTING PAYMENT. (a) Within five Business Days of the agreement, deemed agreement or determination of the Completion Statements in accordance with schedule 6: (i) if the Consideration exceeds the Completion Payment, the Purchaser shall pay an amount equal to the difference to the Seller; or (ii) if the Consideration is less than the Completion Payment, the Seller shall repay an amount equal to the difference to the Purchaser. (b) Any adjusting payment made in accordance with this clause 3.4 shall be converted (to the extent expressed in Pounds Sterling for the purposes of the Completion Statements) into dollars at the relevant exchange rate prevailing at the close of business on the Business Day immediately preceding the date of payment, as shown in the London edition of the Financial Times, or such other point of reference as the parties shall agree.
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ADJUSTING PAYMENT. If the Contico Interest Purchase Price adjustment represents an increase of the Contico Interest Purchase Price above $22,500,000, then (i) Contico shall be entitled to receive the entire escrow account and all earnings thereon, and (ii) the Buyer shall pay the amount of such increase by wire transfer of immediately available funds to such account(s) as Contico shall direct. If the Contico Interest Purchase Price adjustment results in the Contico Interest Purchase Price decreasing by the Maximum Decrease, then the Buyer shall be entitled to receive the entire escrow account and all earnings thereon. If the Contico Interest Purchase Price adjustment results in the Contico Interest Purchase Price decreasing by less than the Maximum Decrease, then (1) the Buyer shall be entitled to receive from the escrow account an amount equal to such decrease in Purchase Price, (2) Contico shall be entitled to receive the balance of the principal of the escrow account, and (3) the earnings shall be paid over to the parties in the same proportions as the principal is paid over. Any payment required to be made by a party under this Section 1.3(c), shall be made within three (3) business days after agreement on, or determination of, the Final Audited Financial Statements.
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Related to ADJUSTING PAYMENT

  • Crediting Payments The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available funds made to Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 1:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after 1:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

  • Corresponding Payment Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 10.2(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

  • Invoicing Payment All invoicing and payment for services performed under this Contract shall be as specified in Attachment B, hereto.

  • Salary Payment In consideration of Executive’s timely execution and non-revocation of the Release by the Release Deadline Date, the Company shall pay Executive a severance payment equal to Executive’s Monthly Base Salary multiplied by the number of months in the Covered Termination Severance Period, less applicable withholdings. The severance payment shall be payable (except as set forth in Article 5) in a lump sum on the first regularly-scheduled payroll date occurring on or after the Release Deadline Date.

  • Base Rent Adjustment The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions: (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Rent Payment Tenant shall pay the Base Rent for the premises and any additional rent provided herein without deduction or offset. Rent for any partial month during the lease term shall be prorated to reflect the number of days during the month that Tenant occupies the premises. Additional rent means amounts determined under section 19 of this lease and any other sums payable by Tenant to Landlord under this lease. Rent not paid when due shall bear interest at the rate of one-and-one-half per month until paid. Landlord may at its option impose a late charge of $.05 for each $1 of rent for rent payments made more than 10 days late in lieu of interest for the first month of delinquency, without waiving any other remedies available for default. Failure to impose a late charge shall not be a waiver of Landlord's rights hereunder.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Interim payment At the end of each of the periods indicated in Annex I the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: ➢ an interim technical report in accordance with the instructions laid down in Xxxxx X; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • RENTAL ADJUSTMENT The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

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