Guaranteed Payments; Refund Sample Clauses

Guaranteed Payments; Refund. In partial consideration for ICQ's --------------------------- marketing of the ICQ IP Telephony Services, N2P shall pay to ICQ a non-refundable guaranteed payment of Seven Million Five Hundred Thousand Dollars (US$7,500,000) as follows: (i) Four Million Dollars (US$4,000,000) on the Effective Date, and (ii) Three Million Five Hundred Thousand Dollars (US$3,500,000) on the earlier of (a) the one (1) year anniversary of the Effective Date or (b) consummation of an initial public offering of shares of N2P under the Securities Act of 1933, as amended. In the event of any termination of this Agreement before expiration of the Initial Term in accordance with (i) Section 16.2 due to a material breach by ICQ of this Agreement, (ii) Section 16.3 due to a Change of Control of ICQ by a N2P Competitor or a Parent Company Competitor or (iii) Section 16.5 due to the occurrence of a Regulated Entity Event, ICQ shall refund to N2P the pro rata portion --- ---- (based on a four (4) year term) of any guaranteed payments made by N2P prior to the date of such early termination (e.g., if such termination occurs on the two (2) year anniversary of the Effective Date, and N2P has paid ICQ Seven Million Five Hundred Thousand Dollars (US$7,500,000) in guaranteed payments as required by the terms of this Agreement, ICQ shall refund to N2P fifty percent (50%) of such guaranteed payments, or Three Million Seven Hundred Fifty Thousand Dollars (US$3,750,000). In the event of any termination of this Agreement before the expiration of the Initial Term in accordance with Section 16.6(i)(c) or Section 16.6(i)(d), then ICQ shall refund to N2P fifty percent 50% of the pro rata portion (based on a four (4) year --- ---- term) of any guaranteed payments made by N2P prior to the date of such early termination. In partial consideration for such guaranteed payments, ICQ shall provide N2P during the Initial Term with promotional placements (on areas of the ICQ Service to be determined by ICQ in its reasonable discretion as further set forth in Section 4.1.4) with a value of One Million Two-Hundred Fifty Thousand Dollars (US$1,250,000) (based on average amounts actually charged by ICQ for comparable Advertisements or, if unavailable, amounts set forth on ICQ's advertising rate card).
Sample 1
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Guaranteed Payments; Refund. In partial consideration for [****] marketing of the AIM IP Telephony Services, [****]. In the event of any termination of this Agreement before expiration of the Initial Term in accordance with (i) Section 16.2 due to a material breach by AOL of this Agreement, (ii) Section 16.3 due to a Change of Control of AOL by a N2P Competitor or a Parent Company Competitor or (iii) Section 16.5 due to the occurrence of a Regulated Entity Event, [****] shall refund to [****] (e.g., if such termination occurs on the [****] anniversary of the Effective Date, and [****] has paid [****] in guaranteed payments as required by the terms of this Agreement, [****] shall refund to [****] of such guaranteed payments, [****]. In the event of any termination of this Agreement before the expiration of the Initial Term in accordance with Section 16.6(i)(c) or Section 16.6(i)(d), then [****] shall refund to [****] of the pro rata portion (based on a [****]) of any guaranteed payments made by [****] prior to the date of such early termination. In partial consideration for such guaranteed payments, [****] shall provide [****] during the Initial Term with promotional placements (on areas of the [****] Service or other Web properties solely controlled by [****], to be determined by in its reasonable discretion as further set forth in Section 4.1.4) with a value of [****] in Year [****] (based on amounts for comparable Advertisements set forth on [****] then-current advertising rate card).
Sample 1

Related to Guaranteed Payments; Refund

  • Guaranteed Payments To the extent any compensation paid to any Member by the Company, including any fees payable to any Member pursuant to Section 5.3 hereof, is determined by the Internal Revenue Service not to be a guaranteed payment under Code Section 707(c) or is not paid to the Member other than in the Person’s capacity as a Member within the meaning of Code Section 707(a), the Member shall be specially allocated gross income of the Company in an amount equal to the amount of that compensation, and the Member’s Capital Account shall be adjusted to reflect the payment of that compensation.

  • 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; Certain Payments of Indebtedness (a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

  • 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.

  • 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.

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Payments of Indebtedness Borrower will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) the Obligations and (ii) subject to any applicable terms of subordination, other Permitted Indebtedness.

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

  • Prepayments Payments Taxes 48 Section 5.1

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