EBITDA RETENTION Sample Clauses

EBITDA RETENTION. 8.1 Save as otherwise expressly provided by this Agreement One Million Pounds of the EBITDA Retention shall be applied in paying any amount lawfully due to the Purchaser in respect of any Claim under the Warranties or the Indemnities or under the Tax Deed (a “Relevant Claim”) and any amount so applied shall pro tanto satisfy the liability concerned but not further or otherwise Provided always that the EBITDA Retention shall not be applied in paying any amount lawfully due to the Purchaser in respect of any Claim: (i) in relation to the Indemnity contained in Clause 9.2.1 to the extent such Claim is less than the Environmental Retention; or (ii) under the Tax Deed to the extent such claim is less than the Tax Retention. 8.2 For the purposes of this Clause 8 an amount due in respect of any Relevant Claim shall be “lawfully” due if it has been determined by a Court of competent jurisdication in respect of which no right of appeal exists or the parties are debarred whether by passage of time or otherwise from exercising any such right of appeal or the Vendors and the Purchaser have agreed the Relevant Claim in writing or where the Vendors have accepted liability in writing; a Relevant Claim under the Thames Agreement or the Thames Tax Deed shall be “lawfully” due if it has been determined by a Court of competent jurisdication in respect of which no right of appeal exists or the parties are debarred whether by passage of time or otherwise from exercising any such right of appeal or the Thames Vendors and the Purchaser have agreed the Relevant Claim in writing or where the Thames Vendors have accepted liability in writing. 8.3 The EBITDA Retention shall be deposited by the Purchaser in the EBITDA Retention Account on Completion in accordance with Clause 4 and in accordance with Clause 4 of the Thames Agreement and any interest earned thereon shall accrue to and form part of the EBITDA Retention and any payment of principal shall carry interest earned on that principal sum in the EBITDA Retention Account. 8.4 In the event that the Purchaser shall have notified the Vendors or (in the case of a claim against Thames Vendors) the Thames Vendors in writing of any Relevant Claim or Relevant Claims on or before the date on which the whole or any part of the EBITDA Retention is due to be paid to the Vendors’ Solicitors and/or the Purchaser pursuant to and in accordance with the terms of Schedule 8 (“the Payment Date”) then (provided that the amount of such Relevant Claim...
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EBITDA RETENTION. 9. SPECIFIC INDEMNITIES 10 CONDUCT IN RELATION TO APPLICATIONS FOR ENVIRONMENTAL PERMITS AND REMEDIATION MATTERS 11 ENVIRONMENTAL RETENTION 12 DISCLOSURE TO HMRC 13 TAX RETENTION 14. CONFIDENTIALITY 15. ANNOUNCEMENTS 16. LIMITATION OF VENDORS’ LIABILITY 17. THAMES AGREEMENT 18. GENERAL PROVISIONS 19. GUARANTEE SCHEDULE 1 VENDORS SCHEDULE 2 THE COMPANY SCHEDULE 3 PROPERTIES AND TITLE DEEDS SCHEDULE 4 WARRANTIES SCHEDULE 5 TAX DEED SCHEDULE 6 LIMITATION OF VENDORS’ LIABILITY SCHEDULE 7 COMPLETION ACCOUNTS SCHEDULE 8 ANNUAL ACCOUNTS SCHEDULE 9 THAMES VENDORS BETWEEN: (1) The several persons whose names and addresses are set out in the first column of Schedule 1 (together the “Vendors”)
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Related to EBITDA RETENTION

  • Period of Retention All books, records, reports, and statements relevant to this Contract must be retained a minimum three years and for five years if any federal funds are used under this Contract. The retention period runs from the date of payment for the relevant goods or services by the City, or from the date of termination of this Contract, whichever is later. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue.

  • Progress Payments; Retainage A. Owner shall make progress payments on account of the Contract Price on the basis of Contractor’s Applications for Payment on or about the first day of each month during performance of the Work as provided in Paragraph 6.02.A.1 below, provided that such Applications for Payment have been submitted in a timely manner and otherwise meet the requirements of the Contract. All such payments will be measured by the Schedule of Values established as provided in the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no Schedule of Values, as provided elsewhere in the Contract. 1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold, including but not limited to liquidated damages, in accordance with the Contract a. 95 percent of Work completed (with the balance being retainage). If the Work has been 50 percent completed as determined by Engineer, and if the character and progress of the Work have been satisfactory to Owner and Engineer, then as long as the character and progress of the Work remain satisfactory to Owner and Engineer, there will be no additional retainage; and

  • Quarterly Contractor Performance Reporting Customers shall complete a Contractor Performance Survey (Exhibit I) for each Contractor on a Quarterly basis. Customers will electronically submit the completed Contractor Performance Survey(s) to the Department Contract Manager no later than the due date indicated in Contract Exhibit D, Section 17, Additional Special Contract Conditions. The completed Contractor Performance Survey(s) will be used by the Department as a performance-reporting tool to measure the performance of Contractors. The Department reserves the right to modify the Contractor Performance Survey document and introduce additional performance-reporting tools as they are developed, including online tools (e.g. tools within MyFloridaMarketPlace or on the Department's website).

  • Performance Bonuses The Executive will be eligible to receive an annual cash bonus at an annualized rate of up to 40% of his base salary, based on the achievement of reasonable individual and Company performance targets to be established by the Company and Parent.

  • Incentive Payment 11.3.1 An employer may offer and an employee may accept an early retirement incentive based on the age at retirement to be paid in the following amounts Age at Retirement % of Annual Salary at Time of Retirement 11.3.2 An employer may opt to pay the early retirement incentive in three equal annual payments over a thirty-six (36) month period. 11.3.3 Eligible bargaining unit members may opt for a partial early retirement with a pro- rated incentive.

  • Annual Performance Bonus During the Employment Term, the Executive shall be entitled to participate in the STIP, with such opportunities as may be determined by the Chief Executive Officer in his sole discretion (“Target Bonuses”), and as may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time, and the Executive shall be entitled to receive full payment of any award under the STIP, determined pursuant to the STIP (a “Bonus Award”).

  • Reporting of Total Compensation of Subrecipient Executives 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if-- i. in the subrecipient's preceding fiscal year, the subrecipient received-- (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at xxxx://xxx.xxx.xxx/answers/execomp.htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year.

  • CONTRACTOR PERFORMANCE AUDIT The Contractor shall allow the Authorized User to assess Contractor’s performance by providing any materials requested in the Authorized User Agreement (e.g., page load times, response times, uptime, and fail over time). The Authorized User may perform this Contractor performance audit with a third party at its discretion, at the Authorized User’s expense. The Contractor shall perform an independent audit of its Data Centers, at least annually, at Contractor expense. The Contractor will provide a data owner facing audit report upon request by the Authorized User. The Contractor shall identify any confidential, trade secret, or proprietary information in accordance with Appendix B, Section 9(a), Confidential/Trade Secret Materials.

  • Productivity Allowance A productivity allowance per hour worked will be paid to employees engaged upon construction work from the date of agreement. This allowance will not be subject to penalty addition and shall be in lieu of all or any Parent Award disability allowances, with the exception of the multi-storey allowance. Site/Project Allowances will be paid in addition to the productivity allowance where such an addition is either: (i) Where such an allowances is awarded by the Industrial Relations Commission; or (ii) Where such an allowance is required by a site condition specified at the time of tender. It is incumbent upon the company to enquire of the Head Contractor/Client at the time of tender whether a site/project allowance is required to be paid and in particular whether it is required to be paid in accordance with the Construction Industry Site Allowance Matrix: or (iii) If the Contract between the Employer and the Head Contractor/Client does not contain provision for a site allowance, and after the contract is made the head contractor makes an agreement under which a site allowance is payable, then the head contractor should then agree in writing to reimburse the employer the full cost of the said allowance.

  • Incentive Payments The Settlement Fund Administrator will treat incentive payments under Section IV.F on a State-specific basis. Incentive payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Abatement Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.

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