Payment on Change of Control In the event that a Change of Control of the Company occurs while this Note remains outstanding, upon the written consent of the Majority Holders, the Company shall pay to the Holder at the closing of such Change of Control a cash amount equal to three (3) times the outstanding principal amount of such Note, together with all interest accrued thereon. A “Change of Control” means: (i) a merger or consolidation of the Company (or of a subsidiary of the Company) in which outstanding shares of the Company (or of a subsidiary of the Company) are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary and after which the Company’s stockholders own less than 50% of the voting stock of the surviving company (other than a bona fide equity financing or a mere reincorporation transaction), (ii) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, (iii) a transfer of more than 50% of the Company’s voting securities to any person or group of persons or (iv) any Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended from time to time. For the avoidance of doubt, if this Note is converted pursuant to Section 2(b), Holder shall not be entitled to any payment pursuant to this Section 3.
Revenue Share In consideration for the duties performed hereunder, the Travel Agency shall be entitled to [[Percent: Share of the Agency in Total Turnover]] of the Net Turnover generated during the agreement period that is a direct result of the Travel Agency’s efforts. To be considered a “direct result” of the Travel Agency’s efforts, substantially all of the contact with a customer that leads to a sale must have been made by the Travel Agency. Although initial contact and contact at the sale point shall be factors to consider, they are not determinative of such sale being a “direct result” of the Travel Agency’s efforts. LIMITATION OF LIABILITY In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including, without limitation, loss of revenue or loss of profits, for any reason whatsoever arising under this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort, civil liability or otherwise. In all events, Company’s absolute liability under, or in any way related to this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort or otherwise, shall be limited to the rupee value of the fees earned by the Company under this Agreement. Company’s liability for negligence, breach of this Agreement or any other claim in damages and losses shall not exceed the total amount owed to the Travel Agency by the Company under this Agreement at the time of the breach. REPRESENTATIONS AND WARRANTIES Each party hereby represents and warrants to that: Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder; the execution of this Agreement by the Company and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between the Company and any third party or a violation of the Company’s legal obligations; and Travel Agency holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances. INSURANCE AND INDEMNIFICATION During the term of this Agreement, the Company shall procure and maintain comprehensive general liability insurance, which shall include blanket broad form contractual liability coverage, with limits of not less than [[Amount of contractual liability: Number]] in words Rupees [[Amount of contractual liability: Words]] per occurrence for bodily injury and property damage, combined single limit. or umbrella insurance with a limit of not less than [[Amount of Insurance: Number]] in words Rupees [[Amount of Insurance: Words]]annual aggregate. The Travel Agency will indemnify, defend and hold harmless the Company and its affiliates, and their employees, directors, officers, agents and contractors, against and from any losses, claims, proceedings or investigations arising out of or in connection with a breach of this Agreement by Travel Agency, including, without limitation, attorney fees, amounts paid in settlement of claims, proceedings or investigations, except to the extent that such claim is due to the negligence or willful misconduct of Travel Agency. The Travel Agency agrees to defend, indemnify, and hold harmless the Company from and against any all third party claims (or other actions that could lead to losses by the Company) that are based upon the Travel Agencys (a) violation of the law, (b) violation of this Agreement, or (c) violation of any third party’s rights. The Travel Agency shall be solely responsible for any personal injury or property damage or loss suffered by it or its employees or agents in the course of carrying out any duties under this Agreement.
Change in Terms We may change the terms and charges for the services shown in this Agreement and may amend this Agreement from time to time upon proper notice to You.
Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: _ Dollars ($ _) ☐ - Last Month’s Rent of: ___ _ Dollars ($ _) ☐ - Security Deposit of: _ _ Dollars ($ _)
Supervisory Differential Adjustment 99. The Appointing Officer may adjust the compensation of a supervisory employee whose schedule of compensation is set herein subject to the following conditions:
Reimbursable Expenses; Maximum Total Payment; Invoicing District will make no payment until this Contract is fully executed by the authorized representatives of both parties.
Maximum Payment The maximum period or aggregate of periods of accident make-up pay to be made by an Employer will be a total of 39 weeks for any one injury.
Payment flows The Programme Operator shall ensure that payments to projects are made in a timely manner. Interim and final payments to the projects shall be based on approved project reports. Payments of the project grant shall take the form of advance payments, interim payments and a final payment. The level of advance payment to projects shall be set out in the project contract. The maximum level of advance payment shall be as follows: Advance payment Interim payments Final payment (reimbursement) Projects Up to 30% 30-90% 10% The first advance instalment shall be paid following the signature of the project contract. Subsequent payments shall be paid after the approval of project interim reports. The final payment will be paid after approval of the final report. An advance payment of a percentage of the total grant amount shall be paid within one month from the submission of a request after signature of the project contract. The interim payments shall be paid within one month after the approval of project interim reports. Upon approval of the final project report a final balance payment, if applicable, shall be made within one month. The approval of project interim and final reports shall take place within two months from the submission of the required information. The periodicity of reporting periods, and deadlines for reporting will be further detailed in the description of the Programme Operator’s management and control systems. In case of euro-denominated contracts with entities from Norway or with intergovernmental organisations, the Programme Operator shall transfer the amounts in euro.
Returned Payment Fee If your account is subject to a Returned Payment Fee, the fee will be charged to your account when a payment is returned for any reason.
Incentive Fee The Incentive Fee shall consist of two parts, as follows:
