ESA-Related Payments Sample Clauses

ESA-Related Payments. Any ESA-Related Tax Benefit Payments made by NCM LLC under Section 3.02(a) of this Agreement with respect to an NCM Inc. Tax Benefit Schedule, as well as any payments made by NCM LLC under Section 3.02(b) of this Agreement with respect to an Amended NCM Inc. Tax Benefit Schedule, will be treated as additional Initial ESA Modification Payments, to the extent attributable to an Initial ESA Modification Payment, or as additional Positive Theatre Access Adjustments, to the extent attributable to a Positive Theatre Access Adjustment. The Parties recognize and agree that the treatment described in the preceding sentence will have the effect of creating additional amortization deductions within NCM LLC in the year of payment and, as a result, such additional amortization deductions will be incorporated into the current year calculation and into future year calculations, as appropriate, with any circularity created in the current year continuing until any incremental current year benefits equal an immaterial amount. Any ESA-Related Tax Detriment Payments made by an ESA Party under Section 3.02(a) of this Agreement with respect to an NCM Inc. Tax Benefit Schedule, as well as any payments made by an ESA Party under Section 3.02(b) of this Agreement with respect to an Amended NCM Inc. Tax Benefit Schedule, will be treated as downward adjustments that reduce both the amount previously realized by such ESA Party and the amount of (x) any ESA-Related Payments previously made by NCM LLC to the ESA Parties under this Agreement, and then (y) any Positive Theatre Access Adjustments or Initial ESA Modification Payments, as appropriate.
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ESA-Related Payments. (a) Payments In Respect of NCM Inc. Tax Benefit Schedules. Except as provided in Section 3.03 below, and pursuant to the terms of Section 2.05(a)(ii) of the Exhibitor Services Agreements and Sections 5.1(b) and 6.4(b) of the NCM LLC Operating Agreement, within 45 calendar days of the delivery of a final NCM Inc. Tax Benefit Schedule to the ESA Parties for any Covered Taxable Year: (i) NCM LLC will pay to each ESA Party an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Benefit Payment for such Covered Taxable Year; or, alternatively, (ii) each ESA Party will pay to NCM LLC an amount equal to (x) such ESA Party’s ESA-Related Allocable Share for such Covered Taxable Year, multiplied by (y) the ESA-Related Tax Detriment Payment for such Covered Taxable Year.
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Related to ESA-Related Payments

  • Permitted Payments Hedging Liabilities

  • Restricted Payments Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

  • Estimated Payments During each calendar year or partial calendar year after the Base Year, in addition to Monthly Rent, Tenant shall pay to Landlord on the first day of each month an amount equal to one-twelfth (1/12) of the product of Tenant's Share multiplied by the "Estimated Operating Expenses" (defined below) for such calendar year. "Estimated Operating Expenses" for any calendar year means Landlord's reasonable estimate of Operating Expenses for such calendar year, less the Operating Expenses for the Base Year and shall be subject to revision according to the further provisions of this Section 5.2 and Section 5.3. During any partial calendar year, Estimated Operating Expenses shall be estimated on a full-year basis. During each December in which this Section 5.2 is applicable, or as soon after each December as practicable, Landlord shall give Tenant written notice of the Estimated Operating Expenses for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year (or each month of the Term if the Term will expire before the end of the calendar year), Tenant shall pay to Landlord one-twelfth (1/12) of the product of Tenant's Share multiplied by the Estimated Operating Expenses for such calendar year; however, if such written notice is not given in December, Tenant shall continue to make monthly payments on the basis of the prior year's Estimated Operating Expenses until the month after such written notice is given, at which time Tenant shall commence making monthly payments based upon the revised Estimated Operating Expenses. In the month Tenant is first required to make a payment based upon the revised Estimated Operating Expenses, Tenant shall pay to Landlord for each month which has elapsed since December the difference between the amount payable based upon the revised Estimated Operating Expenses and the amount payable based upon the prior year's Estimated Operating Expenses. If at any time or times it reasonably appears to Landlord that the actual Operating Expenses for any calendar year will vary from the Estimated Operating Expenses for such calendar year, Landlord may, by written notice to Tenant, revise the Estimated Operating Expenses for such calendar year, and subsequent payments by Tenant in such calendar year shall be based upon such revised Estimated Operating Expenses.

  • Returned Payments If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

  • Restricted Payments, etc On and at all times after the Effective Date:

  • Misdirected Payments To the extent there are any misdirected funds forwarded to Seller (or any of its Affiliates, if any) by any third parties, which misdirected funds are paid in respect of the performance of services by or on behalf of the Hospital from and after the Closing Date or with respect to the Accounts Receivable or other Acquired Assets, Seller shall remit such misdirected funds to Buyer within ten (10) Business Days after receipt thereof, to an account designated by Buyer.

  • Prohibited Payments The following types of payments are prohibited through the Service, and we have the right but not the obligation to monitor for, block, cancel and/or reverse such payments:

  • Prohibited Payments, Etc Except during the continuance of a Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), each Guarantor may receive regularly scheduled payments or payments made in the ordinary course of business from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), however, unless required pursuant to Section 7.07(d), no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

  • Required Payments Unless otherwise provided in this Agreement, any payment of Tax required shall be due within 30 days of a Final Determination of the amount of such Tax.

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