Conditional Payments. Subject to Section 7, any payments or benefits made pursuant to this Section 6 will be subject to and conditioned upon the Executive’s compliance with the provisions, restrictions and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation. In addition, unless on or prior to the sixtieth (60th) day following the date of termination: (i) the Executive or the Executive’s estate (as applicable) shall have signed, and the Company shall have received, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Released Parties”) from any and all claims and liabilities, and promising to the fullest extent allowed by law, never to xxx any of the Released Parties (such Release and Agreement shall be in the form set forth in Appendix III); and (ii) such Release and Agreement shall have become irrevocable, then: (A) no payment shall be paid or made available to the Executive under Section 6(a)(i) or 6(b)(i), (B) no unvested Equity Incentive shall become vested pursuant to Section 6(b)(iii) and instead, all then unvested Equity Incentives shall be immediately forfeited, (C) the Company shall be relieved of all obligations to make any further payments, or provide or make available any Benefits, to the Executive pursuant to Section 6(a)(iv) or 6(b)(iv) and (D) the Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any Benefits received by the Executive pursuant to Section 6(a)(iv) or 6(b)(iv).
Conditional Payments. Reimbursements are conditioned on the Scope of Work being performed in compliance with the Contract. Performing Party shall return payment to TCEQ for either overpayment or activities undertaken that are not compliant with the Scope of Work. This does not limit or waive any other TCEQ remedy.
Conditional Payments. Any payments or benefits made pursuant to this Section 6 will be subject to (i) the provisions, restrictions, and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation, (ii) the Executive’s signing (following his termination of employment), and the Company’s receipt of, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Indemnitees”) from any and all claims and liabilities, and promising never to xxx any of the Indemnitees (such Release and Agreement shall be in such form as is then currently in use for departing Company senior executives), and (iii) the Company’s receipt of the Executive’s resignation from all offices, directorships, and fiduciary positions with the Company, its Related Companies, and their respective employee benefit plans.
Conditional Payments. Any payments or benefits made pursuant to this Section 6 will be subject to and conditioned upon (i) Executive’s compliance with the provisions, restrictions, and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation, (ii) the Executive’s signing and not revoking (following his date of termination), and the Company’s receipt of, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Released Parties”) from any and all claims and liabilities, and promising, to the fullest extent allowed by law, never to xxx any of the Released Parties (such Release and Agreement shall be in the form set forth in Appendix III), and (iii) the Company’s receipt of the Executive’s resignation from all offices, directorships, and fiduciary positions with the Company, its Related Companies, and their respective employee benefit plans.
Conditional Payments. It is not the purpose of this Settlement to shift responsibility of medical care in this matter to the Medicare program pursuant to 42 U.S.C. Sec. 1395y(b). Instead, this settlement is intended to resolve a dispute between the parties. The Plaintiff and Settlement Class Members have been advised and fully understand that conditional payments, if any, are the responsibility of the Plaintiff and Settlement Class Members, or their representatives, and must be satisfied out of these settlement proceeds. The Plaintiff and Settlement Class Members and/or their estates agree to investigate and assume any responsibility and/or liability to pay any current Medicare liens, Medicare Advantage Plan liens, Medicaid liens and/or private health insurance liens that may be related to the injuries in question. Further, Plaintiff and Settlement Class Members and/or their estate agree to pay any future Medicare, Medicare Advantage Plan, Medicaid and/or private health insurance liens that may arise that are determined to be related to this injury. Settlement Counsel will agree to withhold sufficient funds from the settlement to fully satisfy any and all Medicare, Medicare Advantage plan, Medicaid, private health insurance, or any other liens that may exist. In the event such liens (Medicare, Medicare Advantage Plan, Medicaid, private health insurance, or any other liens that may exist) do exists, Settlement Counsel must provide APS with a copy of any and all correspondence reflecting that such liens have been fully satisfied.
Conditional Payments. Refuse or condition any future disbursements upon conditions specified in writing by NDDOT.
Conditional Payments. Refuse or condition any future disbursements upon conditions specified in writing by ODOT.
Conditional Payments. Subject to the terms and conditions of this Agreement and Section 5.4 below, MERCK shall pay to Protiva Biotherapeutics Inc. the following conditional payments:
(a) [*]; and
(b) [*].
Conditional Payments. (a) As additional consideration for the Assets, Buyer will make the following quarterly payments to Seller with respect to the three year period commencing on July 1, 2002 and ending on June 30, 2005 (the "Earn Out Period"), based on Buyer's net collections during the Earn Out Period of payments for new orders for magazines only from new customers generated post-Closing by the two Montana call centers acquired from Seller (the "Seller Earn Out"). Such net collections will not include any collections of payments for orders of magazines (whether new or renewals) from purchasers who were already Seller's customers on the Closing Date ("Existing Customers"). The Seller Earn Out will be based on the following schedule: Quarterly Collections ($M) Quarterly Earn Out Under 3.0 $225,000 3.0 to 3.99 275,000 4.0 to 4.99 525,000 5.0 to 5.99 625,000 Over 6.0 775,000 A payment of two hundred seventy-five thousand dollars ($275,000) will be guaranteed for each of the first two quarters. To the extent such guaranteed payments exceed the amount which would have been paid under the schedule above based on Buyer's actual collections during the first two quarters, Buyer will receive a credit against its remaining payments under the Seller Earn Out in order of maturity.
(b) As additional consideration for the Interest, Buyer will make the following quarterly payments to Holdings with respect to the Earn Out Period based on JXM's net collections during the Earn Out Period (the "JXM Earn Out"). The JXM Earn Out will be based on the following schedule: Quarterly Collections ($M) Quarterly Earn Out Under 1.5 $ 50,000 1.5 to 1.99 75,000 2.0 to 2.49 125,000 2.5 to 2.99 200,000 Over 3.0 250,000
(c) All quarterly payments under (a) and (b) above will be made by Buyer within thirty (30) days after the end of each such quarter, and will be accompanied by Buyer's calculation of the amount being paid.
(d) If the Ellsworth Employment Agreement terminates during the Earn Out Period oxxxx xxxx due to Buyer's breach, then notwithstanding the actual amount of quarterly net collections, each quarterly payment under (a) and (b) above shall be in the applicable minimum amount ($225,000 or $50,000) specified above.
Conditional Payments. (a) In the event the price of nickel exceeds US$10.00/pound, as reported by the Xxxxxxxxxxx.xxx, for a period of thirty consecutive Business Days, at any time beginning on the Closing Date and ending on December 31, 2023 (the “Bonus Share Condition”), VN may deliver a written notice to ELEF at any time within ten days of the satisfaction of the Bonus Share Condition, that the Bonus Share Condition has been met (the “Bonus Share Notice”) and requesting issuance of the Bonus Shares. Upon receipt of the Bonus Share Notice and ELEF confirming the satisfaction of the Bonus Share Condition, ELEF will issue to VN that number of ELEF Shares (the “Bonus Shares”) as is equal to the result of dividing C$2,000,000by the VWAP for the five Trading Days preceding the date on which VN delivered the Bonus Share Notice to ELEF.
(b) Conditional upon there not otherwise being any uncured defaults under the SDF and the SDF Ancillary Documents and the security interests granted under the SDF and the SDF Ancillary Documents, in the event positive net present value of the Minago Project is established pursuant to an independent economic study prepared in respect of the Minago Project, ELEF will credit the full amount of the then-outstanding balance of all amounts of principal, interest, fees, costs, expenses or other amounts of any kind owing by VN under the SDF and the SDF Ancillary Documents, as amended by virtue of the SDF Restructuring, which balance shall not, in any case, be higher than the balance on the Closing Date immediately following the application of the Purchase Price Credit.
