ELECTION PAYMENT Sample Clauses

ELECTION PAYMENT. At any time during the Election Period and from time to time, PathNet, in its sole discretion, shall have the right to pay Incumbent any amount of the Incumbent Out-of-Pocket Path Funding for the right to additional future Revenue from the sale of Excess Capacity on the System, provided any such payment shall be included as part of PathNet Funding (and the Incumbent Out-of-Pocket Funding shall be recalculated) and the percentage Revenue paid to Incumbent shall be adjusted pursuant to SECTION 5.1.1 to reflect an increase in PathNet Allocable Revenue Percentage. As of the date of completion of the Election Period or at any time during the Election Period, PathNet, in its sole discretion, shall pay Incumbent an amount equal to the current Incumbent Out-of-Pocket Path Funding for the applicable paths (as such Funding may be adjusted pursuant to any and all additional PathNet Funding) on at least ninety (90%) percent of Incumbent's Paths comprising Segment A of the System ("Election Payment"), provided the percentage Revenue paid to Incumbent shall be adjusted pursuant to SECTION 5.1.1. If PathNet fails to pay the Election Payment upon completion of the Election Period, Incumbent shall have the right to terminate this Agreement.
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ELECTION PAYMENT. If the Section 338(h)(10) Election is made, the Buyer shall pay to each Seller such Seller's Pro Rata Portion of an amount equal to any additional Tax payable by the Sellers on the sale of the Interests in excess of the Tax that would have been incurred on the sale of the Interests had no Section 338(h)(10) Election been made (taking into account, without limitation any additional Taxes incurred as a result of the receipt of such payment) (the “Election Payment”). The Election Payment shall be paid by the Buyer to the Sellers as soon as practicable following the filing of the Election Forms but, in no event, later than April 1, 2016.
Sample 1
ELECTION PAYMENT. (a) Each person who, immediately before the Effective Time, is (i) an Optionholder and either an employee or director of the Company or an individual listed on Exhibit I or (ii) a record holder of Shares shall be entitled, with respect to all or any portion of such Shares or Company Stock Options, to make, as applicable, an irrevocable Earn Out Election, Cash Election, Earn Out Option Election or Cash Option Election on or prior to the Election Date, on the basis hereinafter set forth; provided, that all Mandatory Cash Options shall be deemed to be Cash Options. Each person who, immediately before the Effective Time, is an Optionholder who is not either an employee or director of the Company or an individual listed on Exhibit I shall not be entitled to make any such elections and all Company Stock Options held by such persons shall be deemed to be Cash Options. (b) The Company shall prepare a letter of transmittal and election (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Surviving Corporation) (the "Letter of Transmittal") and such Letter of Transmittal shall be mailed by the Company with the Information Statement to the record holders of Shares and Company Stock Options on the date of this Agreement, which Letter of Transmittal shall be used (1) by each record holder of Shares to evidence such holder's election to receive either the Earn Out Consideration or the Cash Consideration for any or all Shares held by such holder and (2) by each record holder of Company Stock Options to evidence such holder's election to receive either the Earn Out Option Consideration or the applicable Cash Option Payment for Company Stock Options held by such holder. Any such holder's election shall have been properly made only if the Surviving Corporation receives, on or prior to the date that is 30 days after the Effective Time (the "Election Date"), a Letter of Transmittal properly completed and signed and, if applicable, accompanied by Certificates for the Shares to which such Letter of Transmittal relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Surviving Corporation. The Surviving Corporation shall provide to Parent copies of all Letters of Transmittal, accompanying Certificates, and any other documentation relating to such documents received from any holder of S...
Sample 1
ELECTION PAYMENT. The Purchaser and the Seller shall join in an election with respect to each member of the Company Group pursuant to section 338(h)(10) of the Code, and the Purchaser shall and the Seller shall (or shall cause the proper Non-Company Affiliate to) join in all comparable elections under state and local Income Tax law (the "Section 338(h)(10) Election") and, if applicable, any Additional Section 338 Election. The Seller shall be responsible for and shall indemnify the Purchaser and the Company Group from any Losses arising from any Section 338(h)(10) Election or
Sample 1

Related to ELECTION PAYMENT

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Compensation & Payment 8.4.1. Should the claim be found proven; settlement is executed only in the form of compensation payment added to the Client trade account. 8.4.2. Compensation shall not compensate the profit not received by the Client in the event that the Client had an intention to perform some action but has not performed it for some reason. 8.4.3. The Company shall not compensate non-pecuniary damage to the Client. 8.4.4. The Company adds a compensation payment to the Client trading account within one working day since the moment of making a positive decision on the dispute situation.

  • Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement. 5.2 The Company shall send its staff to check for the quality of completion of the Project(s) together with the Client. The Client shall pay for the Company’s Services within 90 days upon the completion of the Project(s) to the satisfaction of the Client. 5.3 The Company shall be entitled to the receivables from the Client for the percentage of Work completed. The date of payment of such Work is stated in the Termsheets and unless the Company is not satisfied with the quality of Work completed and/or the Client has not fulfilled the terms and conditions specified under the Termsheets.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Non-Payment The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

  • Down Payment The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.

  • Redemption Payments Upon receipt of monies paid to it by the Custodian with respect to any redemption of Series shares, pay or cause such monies to be paid pursuant to instructions by the appropriate Account or Institution.

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

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