Returned Payments If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.
Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.
Required Payments Unless otherwise provided in this Agreement, any payment of Tax required shall be due within 30 days of a Final Determination of the amount of such Tax.
Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.
Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.
Yield Payments On the Settlement Date for each Purchaser Interest of the Financial Institutions, Seller shall pay to the Agent (for the benefit of the Financial Institutions) an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such Purchaser Interest in accordance with Article II.
Adjustment Due to Distribution If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.
Disputed Payments Within fifteen (15) calendar days after receipt of any invoice under this Contract, the Party receiving such invoice may, by notice to the Party rendering the invoice, dispute, in good faith, any amount set forth in such invoice; provided, however, that the disputing Party shall pay to the other Party the undisputed portion of the invoiced amount when due. Any dispute relating to any amount of an invoice that is not resolved by the Parties within fifteen (15) days after the receipt of the notice of such dispute shall be resolved as provided in Article 32. If the dispute (or any portion thereof) is resolved in favor of the disputing Party, the other Party shall, within five (5) Business Days after the date of such resolution, pay to the disputing Party amounts corresponding to such portion of the dispute that has been resolved in favor of the disputing Party plus interest at the Default Rate on such amounts from the date payable under the invoice to the date paid.
Accrued Payments In the event Executive’s employment under this Agreement is terminated during the Term, by the Company other than for Cause or by Executive for Good Reason, Executive shall in all events be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation for any prior year, reimbursable expenses and other accrued benefits, if any, through the date of termination.
Estimated Payments During each calendar year or partial calendar year after the Base Year, in addition to Monthly Rent, Tenant shall pay to Landlord on the first day of each month an amount equal to one-twelfth (1/12) of the product of Tenant's Share multiplied by the "Estimated Operating Expenses" (defined below) for such calendar year. "Estimated Operating Expenses" for any calendar year means Landlord's reasonable estimate of Operating Expenses for such calendar year, less the Operating Expenses for the Base Year and shall be subject to revision according to the further provisions of this Section 5.2 and Section 5.3. During any partial calendar year, Estimated Operating Expenses shall be estimated on a full-year basis. During each December in which this Section 5.2 is applicable, or as soon after each December as practicable, Landlord shall give Tenant written notice of the Estimated Operating Expenses for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year (or each month of the Term if the Term will expire before the end of the calendar year), Tenant shall pay to Landlord one-twelfth (1/12) of the product of Tenant's Share multiplied by the Estimated Operating Expenses for such calendar year; however, if such written notice is not given in December, Tenant shall continue to make monthly payments on the basis of the prior year's Estimated Operating Expenses until the month after such written notice is given, at which time Tenant shall commence making monthly payments based upon the revised Estimated Operating Expenses. In the month Tenant is first required to make a payment based upon the revised Estimated Operating Expenses, Tenant shall pay to Landlord for each month which has elapsed since December the difference between the amount payable based upon the revised Estimated Operating Expenses and the amount payable based upon the prior year's Estimated Operating Expenses. If at any time or times it reasonably appears to Landlord that the actual Operating Expenses for any calendar year will vary from the Estimated Operating Expenses for such calendar year, Landlord may, by written notice to Tenant, revise the Estimated Operating Expenses for such calendar year, and subsequent payments by Tenant in such calendar year shall be based upon such revised Estimated Operating Expenses.
