Limitations on Payment. (i) If one party to this Agreement (the “Fee Payor”) is required to pay another party to this Agreement (the “Fee Payee”) an Expense Amount or Termination Fee, such Expense Amount or Termination Fee, as applicable, shall be paid into escrow on the date such payment is required to be paid by the Fee Payor pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this Section 8.3(d). In the event that the Fee Payor is obligated to pay the Fee Payee the Expense Amount or Termination Fee, as applicable, the amount payable to the Fee Payee in any tax year of the Fee Payee shall not exceed the lesser of (i) the Expense Amount or Termination Fee, as applicable, of the Fee Payee, and (ii) the sum of (A) the maximum amount that can be paid to the Fee Payee without causing the Fee Payee to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and the Fee Payee has income from unknown sources during such year in an amount equal to one percent (1%) of its gross income which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by the Fee Payee’s independent accountants, plus (B) in the event the Fee Payee receives either (x) a letter from the Fee Payee’s counsel indicating that the Fee Payee has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from the Fee Payee’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Expense Amount or the Termination Fee, as applicable, less the total amount paid under clause (A) above.
(ii) To secure the Fee Payor’s obligation to pay these amounts, the Fee Payor shall deposit into escrow an amount in cash equal to the Expense Amount or the Termination Fee, as applicable, with an escrow agent selected by the Fee Payor on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Fee Payor, the Fee Payee and the escrow agent. The payment or deposit into escrow of the Expense Amount or the Termination Fee, as applicable, pursuant to this Section 8.3(d) shall be made at the time the Fee Payor is obligated to pay the Fee Payee such amount pursuant to Section 8.3 by wire transfer. The escrow agreem...
Limitations on Payment. Upon the occurrence of any Senior Default and unless and until such Senior Default shall have been cured in a manner satisfactory to the holder of the Senior Indebtedness or effectively waived in writing by such holder, no direct or indirect payment (in cash, property, securities or by set-off or otherwise) shall be made of or on account of this Subordinated Note or in respect of any redemption, retirement, purchase or other acquisition of this Subordinated Note. Upon any such cure or waiver of such Senior Default, the Company may pay to the Holder all sums then due and payable under this Subordinated Note.
Limitations on Payment. Payment for staffing expenses is subject to the limitations set forth below.
Limitations on Payment. Compensation shall be payable as follows:
(a) Compensation shall be payable as long as the Dealership holder maintains a Dealership with Company and Partner remains the “Partner of Record” as recognized by the Dealership holder and Company.
(b) If this Agreement is terminated pursuant to Section 8.2(a), any compensation that has been processed through the commission system as of the date of termination shall be paid to Partner or the executor or administrator of Partner’s estate. No compensation shall be payable after the date of termination.
(c) If this Agreement is terminated pursuant to Section 8.2(b), any compensation due and payable to Partner on the date of termination or thereafter shall be paid to the trustee in bankruptcy or to the receiver. No compensation shall be payable after the date of termination.
(d) If this Agreement is terminated pursuant to Sections 8.2(e), 8.2(f), or 8.2(j), the Partner’s right to any compensation due and payable from Company shall immediately terminate and the Company’s obligation of payment of compensation to Partner shall cease.
(e) Partner shall not assign, transfer, promise or pay all of any portion of any compensation, or make or promise any payment in respect thereof, to any person who is not an employee of Partner.
(f) In the event that an error is made in the calculation and/or payment of compensation under this Agreement, the parties agree that the correction of the error requiring payments to Partner or recovery of payments from Partner shall be made retroactively for a maximum of twelve (12) months from the date the error was discovered by Company. This section shall not limit in any way Company’s right to collect any indebtedness of Partner to Company, through offset of compensation or otherwise, for reasons other than an error in calculations of payments.
Limitations on Payment. Generally, nothing contained in this Section 5 shall be construed to relieve AVCC of payment for Services provided to a client at the request of AVCC. However, AVCC and Referral Agency agree that AVCC shall not be responsible for payment in the following circumstances:
Limitations on Payment. Notwithstanding any other provision of this Article XIV, it is agreed that the obligations of each Guarantor to make payment of the Guaranteed Obligations at any time shall be limited to the extent that such Guarantor has funds available to it on any given “Payment Date” (as defined in the CS Europe Financing) to make payment thereof under Clause 8.3.9 of the CS Europe Financing or, as applicable, to the extent of funds available for distribution under Clause 8.1.3 of the “Deed of Subordination” (as defined in the CS Europe Financing). To the extent, in either case, that such funds are insufficient to discharge in full each Guarantor’s liability under this Article XIV, then such amount as may remain due from the Guarantor shall continue to be regarded as outstanding for the purposes of making any demand under this Guaranty, subject always to the provisions of Clauses 33.10 and 33.11 of the CS Europe Financing, as they are incorporated by reference herein pursuant to Section 14.10.
Limitations on Payment. D4.1 The Fund is not required to pay the fees or expenses under Clause D1.1 if it has not received an invoice that complies with Clause D1.2 or if the Services have not been delivered to the satisfaction of the Fund or have not been accepted under the Acceptance Procedures.
Limitations on Payment. There are limits to the amounts you can pay by electronic payments using Xxxx Pay. If those limits are exceeded, we will schedule your Xxxx Payment to be paid by check. We reserve the right to change those limits from time to time.
Limitations on Payment. The County shall not receive, or take action to collect or enforce, payment from Borrower, and Borrower will not make payment to the County, of any amounts outstanding under the Subordinate Debts. Upon the occurrence of an Event of Default as defined in the Bank Loan Documents, Bank shall give notice to County, and the County shall not, without the prior written consent of the Bank, receive or take any action to collect or enforce, payment of the Subordinate Debts or any part thereof from any trustee in bankruptcy, receiver, or other liquidator of any part of Borrower’s property, or from any other person. Until payment in full of the Bank Note any payment received by the County in violation of the immediately preceding sentence shall promptly be delivered to the Bank for application to the Bank Note. The County and Bank agree to notify each other, within a reasonable time period, of their knowledge of an event of default under their respective instruments.
