Nexus Penalties Sample Clauses

Nexus Penalties. Notwithstanding Section 2.2 or the preamble of this Agreement, in the event that NEXUS purchases more than $30 million of Products over the three year term of this Agreement, NEXUS shall not be liable to pay penalties to AMS and AMS shall have no claim or cause of action against NEXUS hereunder. In the event that NEXUS purchases Products for $30 million or less over the three year term, for reasons other than due to termination of this Agreement by NEXUS due to breach hereof by AMS (“Termination Due to AMS’s Breach”) , NEXUS shall pay a penalty to AMS in the amount of five percent (5%) of the difference between $36 million and the actual total amount of purchases made. The parties agree that any accounting will only take place at the end of the 3 years, except in the event that NEXUS fails, for reasons other than due to Termination Due to AMS’s Breach, to purchase at least 50% of the annual amounts set out in Section 2.2, in which case the following shall apply: (i) During the first year of the Agreement, if NEXUS fails to purchase at least $4.5 million, then NEXUS shall pay to AMS five percent (5%) of the difference (the “First Year Difference”) between $9 million and the actual purchase amount during such year (such amount hereinafter referred to as the “First Year Penalty”); (ii) During the second year of the Agreement, (A) if NEXUS fails to purchase at least $6 million, then NEXUS shall pay 5% of the difference (the “Second Year Difference”) between $12 million and the actual purchase amount during such year (such amount hereinafter referred to as the “Second Year Penalty”), or (B) if NEXUS shall purchase an amount equal to at least the sum of $12 million plus the First Year Difference, then AMS shall repay to NEXUS the First Year Penalty; (iii) at the end of the third year of the Agreement, a final accounting will take place as follows: (A) if NEXUS purchases $30 million or more over the three year period, and paid to AMS a First Year Penalty and/or a Second Year Penalty, AMS shall repay such amount(s) to NEXUS; or (B) if NEXUS purchased less than $30 million over the three year period, for reasons other than Termination Due to AMS’s Breach, then NEXUS must pay five percent (5%) of the difference between $36 million and the actual purchases made over the 3 year period (the “Final Penalty”); provided, however, that if NEXUS paid a First Year Penalty and/or a Second Year Penalty, then the Final Penalty shall be reduced by the First Year Penalty and/or a...
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Related to Nexus Penalties

  • Judgments; Penalties One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or decree);

  • No Penalties No provision of this Agreement is to be interpreted as a penalty upon any party to this Agreement.

  • Prepayment Penalties Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment of a Mortgage Loan, the related Servicer may not waive any Prepayment Penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing similar mortgage loans to the Mortgage Loans and (b) would, in the reasonable judgment of the related Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan or (ii)(A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law. For the avoidance of doubt, the related Servicer may waive a Prepayment Penalty in connection with a short sale or short payoff on a defaulted Mortgage Loan. If the related Servicer has waived all or a portion of a Prepayment Penalty relating to a Principal Prepayment, other than as provided above, the related Servicer shall deliver to the Trustee no later than the Business Day immediately preceding the next Distribution Date, for deposit into the Certificate Account the amount of such Prepayment Penalty (or such portion thereof as had been waived) for distribution in accordance with the terms of this Agreement; provided, however, the related Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Penalty under this Section 4.09 if such Servicer did not have a copy of the related Mortgage Note, such Servicer requested via email a copy of the same from the Trustee and the Trustee failed to provide such a copy within two (2) Business Days of receipt of such request. If the related Servicer has waived all or a portion of a Prepayment Penalty for any reason, it shall promptly notify the Trustee thereof and shall include such information in any monthly reports it provides the Trustee.

  • Penalties If either party terminates this Agreement in accordance with the terms herein, the terminating party shall owe no penalty or indemnity to the terminated party on account of such termination.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Certain Excise Taxes Notwithstanding anything to the contrary in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 24 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the Code.

  • Payroll Taxes Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.

  • Late Payment Penalty If any portion of the principal of or interest on this Debenture shall not be paid within ten (10) days of when it is due, the Discount Multiplier under this Debenture shall decrease by one percentage point (1%) for all conversions of this Debenture thereafter.

  • Code Section 409A Compliance (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

  • Excise Taxes Neither the Company nor any member of a Controlled Group has any liability to pay excise taxes with respect to any Employee Benefit Plan under applicable provisions of the Code or ERISA.

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