Click-Throughs; GSLP Payment Sample Clauses

Click-Throughs; GSLP Payment. Customer guarantees that it will deliver a total of ***** Click-Throughs during the Initial Services Term, with the goal that the monthly Click-Through (as defined below) volume for the site (including any successor site(s)) during the Initial Services Term will be equal to at least ***** Click-Throughs (“Click-Through Commitment”). If, at the end of any given month, Customer fails to deliver at least ***** of the cumulative Click-Through Commitment through such date, Customer shall discuss and implement with Google commercially reasonable steps to correct such underdelivery, e.g. user interface improvements or the provision of additional links. In the event the Service is inoperative for *****, Customer’s Click-Through Commitment will be reduced by a prorated number of Click-Throughs calculated by multiplying the actual number of hours downtime by an average hourly click-through rate of ***** (a “Click-Through Reduction”). In the event that Customer has not delivered at least ***** Click-Throughs (less any Click-Throughs Reductions) on or before the end of the Initial Services Term, then Customer shall continue delivering Click-Throughs per the terms of this Agreement, until Customer has delivered a total of ***** Click-Throughs (less any Click-Through Reductions), for up to ***** from the end of the Initial Services Term (the “Make-good Period”). During the Make-good Period, Google’s obligations to make payments pursuant to this Section 3.1, and Customer’s obligation not to display Paid Listings of Google Competitions pursuant to Section 1.3.1 of the GSA, shall cease. In the event that Customer still has not delivered ***** Click-Throughs (less any Click-Through Reductions) at the end of the Make-good Period, then Customer shall pay a pro rata refund to Google (“Refund”) within ***** of the end such Make-good period. The Refund amount shall be calculated by subtracting the Click-Throughs delivered by Customer during the term of the Agreement (including the Make-good Period) from the Click-Through Commitment less any Click-Through Reductions (the “Click-Through Shortfall”) and multiplying the Click-Through Shortfall by *****. Further, upon any early termination of this Order Form other than for Google’s material breach, if Customer has not delivered Click-Throughs exceeding the product of the number of months Google has made the Minimum Payment multiplied by ***** per month, then Customer shall within ***** of such termination date make a refund to Google...
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Related to Click-Throughs; GSLP Payment

  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • Xxxxxxxxx Payments The Company shall pay Executive cash benefits equal to:

  • Pass-Through Expenses The Parties agree to cooperate and use commercially reasonable efforts to obtain any necessary consents required under any existing Contract with a Third Party to allow Producer to perform its obligations hereunder; provided that Producer and its Affiliates shall not be required to pay any fee or other amount in respect of any such consent. Any costs and expenses incurred by any Party in connection with obtaining any such consent that is required to allow Producer to perform its obligations hereunder shall be borne by Purchaser; provided that no such costs or expenses shall be payable by Purchaser unless approved in advance in writing by Purchaser.

  • Xxxxxxxxx Payment The Company shall pay to you the following amounts:

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Revenue Share Effective as of July 1, 2001, Paragraph A of Schedule 11.1, attached as Appendix 1 to Amendment No. 4 of the Agreement shall be deleted and replaced in its entirety by the following Paragraph A:

  • Category 4 Funds On sales of Class A shares and Class 529-A shares of the Funds listed in Category 4 on the attached Schedule A, no dealer concessions will be paid.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

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