Participation Payments Sample Clauses
The Participation Payments clause defines the terms under which payments are made to parties who participate in a specific transaction or agreement. Typically, it outlines the calculation method, timing, and conditions for such payments, such as distributing a portion of proceeds or profits to participants based on their level of involvement or investment. This clause ensures that all eligible parties receive their fair share of payments, thereby promoting transparency and reducing disputes over financial entitlements.
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Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty days following the end of each calendar quarter, the account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, (“Participation Payments”), provided, however, that after Purchaser receives Purchaser’s Initial Return, Seller shall be paid a total of [*] US dollars (US $[*]) (including all Fixed Consideration Amount payments and prior Participation Payments received by Seller) on or before the [*] anniversary of the recovery, license or settlement of the first action to generate Participation Income, and Purchaser shall wire to Seller in immediately available funds any deficiency in the Target Amount not previously paid to Seller from the Participation Payments (which shall be credited towards and constitute Participation Payments for purposes of any further payments to become due and owing to Seller) Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof.
(b) Purchaser shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Purchaser shall retain such records with respect to the Participation Payments for at least seven (7) years from each such payment. Seller shall have the right, twice annually, through its accredited auditors, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions ...
Participation Payments. During the Participation Payment Period, on or before each Participation Payment Date, the Borrower shall (i) pay to Lender an amount equal the Total Participation Amount for the most recently completed Quarterly Participation Period (the “Participation Payment”), and (ii) deliver to Lender a statement of Net Cash Flows and calculation of the Total Participation Amount for the Quarterly Participation Period, certified by a Senior Financial Officer.
Participation Payments. Debtor must pay to Lender (a) 25% of all Historic Tax Credit Investments in Debtor, (b) 25% of the proceeds of all Film Tax Credits generated by Debtor and (c) (i) an additional $30,000 on or before the 180th day following the Closing Date and (ii) an additional $30,000 on or before the 360th day following the Closing Date. Payments under clauses (a) and (b) are due upon Debtor’s receipt of such proceeds, and Debtor shall cause all Film Tax Credits to be sold through Voodoo subject to instructions to pay the proceeds thereof directly to Lender (with Voodoo being entitled to pay such proceeds directly to Lender in reliance solely on this Section in the absence of any additional instructions from Borrower).
Participation Payments. Upon, and after, the occurrence of a Sharing Event (a) no further Revolving Loan or issuance, amendment or extension of any Letter of Credit shall be made, (b) all amounts from time to time accruing with respect to, and all amounts from time to time payable on account of, Revolving Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such Sharing Event) shall be payable in the respective Currency in which such Revolving Loans and/or Letters of Credit are denominated and shall be distributed by the Administrative Agent for the account of the Lenders which made such Revolving Loans or are participating therein and (c) all Commitments shall be automatically terminated. Notwithstanding anything to the contrary contained above, the failure of any Lender to purchase its participating interests as required above in any Revolving Loan or Letter of Credit upon the occurrence of a Sharing Event shall not relieve any other Lender of its obligation hereunder to purchase its participating interests in a timely manner, but no Lender shall be responsible for the failure of any other Lender to purchase the participating interest to be purchased by such other Lender on any date.
Participation Payments. 3.1. Subject to clause 3.2, by successfully engaging in this VPP Plan, we will pay you the amount that is specified in your energy offer for your solar generation fed into the grid where Feed-in has been initiated by Discover Energy’s management of your Operated Product.
3.2. Payments will be paid as a c/kWh rate as a credit on your actual electricity bills at the rate of your agreed VPP Plan Feed-in rate under your Energy Contract.
3.3. VPP Credit amounts that exceed $100 can be requested to be paid to you by electronic transfer no more than 4 times per calendar year. An administration fee of $15.00 (GST incl) will apply to each additional request.
3.4. Discover Energy may vary your VPP Plan Feed-in rate by providing you with written notice of not less than 5 business days.
3.5. You agree and accept that the VPP Plan Feed-in exported kWh and calculation credit is correct and accurately calculated. If you believe the VPP Plan Feed-in has been incorrectly calculated, you may provide us with complete information and supporting documentation of this alleged error in writing, however, Discover Energy has the sole discretion to accept or reject any query.
Participation Payments. Each of Parent and Purchaser hereby covenants and agrees to use commercially reasonable efforts with respect to the operation of the Business following the Closing, including but not limited to decisions relating to issues arising, if any, with respect to the presence, if any, in any of the Sellers’ products of any substance identified in Schedule 7.3 of this Agreement, and agrees not to act in bad faith with respect to attaining any Gross Profit Dollars for the purpose of reducing the potential Participation Payments as contemplated by this Agreement. From and after the Closing Date, Purchaser shall maintain a financial reporting system that will be sufficient to permit it to determine the EBITDA and Gross Profit of the consolidated Business, the Participation Payment Income Statement and, consequently, the amount of Participation Payments payable, if any, pursuant to Section 2.5.
Participation Payments. 4.1. Subject to clause 4.2, by successfully engaging in this VPP Plan, we will pay you the amount that is specified in your energy offer for your solar generation fed into the grid where Feed-in has been initiated by Discover Energy under clause 2.1.a Peak Price Events.
4.2. Payments will be paid as a c/kWh rate as a credit on your actual electricity bills at the rate of your agreed VPP Plan Feed-in rate under your Energy Contract.
4.3. VPP Credit amounts that exceed $100 can be requested to be paid to you by electronic transfer no more than 4 times per calendar year. An administration fee of $15.00 (GST incl) will apply to each additional request.
4.4. Discover Energy may vary your VPP Plan Feed-in rate by providing you with written notice.
4.5. You agree and accept that the VPP Plan Feed-in exported kWh and calculation credit is correct and accurately calculated. If you believe the VPP Plan Feed-in has been incorrectly calculated, you may provide us with complete information and supporting documentation of this alleged error in writing, however, Discover Energy has the sole discretion to accept or reject any query.
4.6. Discover Energy will reimburse you for any retail energy charges incurred under clause 3.1.a an Off-Peak Charge Event. Reimbursement will be made as a credit on your account and will be calculated at the same discounted retail rate of c/kwh that would apply for consumption charges during the charge event time.
Participation Payments. (a) Madison will (i) wire transfer to the Company within five days following the end of each Calendar Month such account as specified in writing by an authorized Company representative, an amount equal to: the applicable Company Initial Return plus the Company Participation Percentage for the most recently completed Calendar Month (“Participation Payments”) which shall be maintained in a segregated account not subjected to the claims of any creditors except those creditors who are (A) Borrowers under the Master Bitcoin Loan Agreements or, (B) the Company and (ii) allocate to itself an amount equal to the Madison Participation Percentage. Madison will provide the Company with a calculation of the amount due per this Section 2.4 providing sufficient detail to permit the Company to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.4 shall be resolved by means of the process set forth in this Section 2.4.
(b) Madison shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.3 and shall furnish any information which the Company or its auditors may reasonably prescribe from time to time to enable the Company to verify the proper Participation Payments due under this Agreement. Madison shall retain such records with respect to the Participation Payments for at least five (5) years from each such payment. The Company shall have the right, twice in any calendar year, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. The Company shall be responsible for all of its costs of any such audit unless the audit reveals an underpayment by Madison of at least $10,000 for the audited period. In such an event, Madison shall be responsible for the Company’s costs of the audit, including all professional fees incurred. In the event that following delivery of a monthly report or a report from the Company’s auditors, it is determined that there was an underpayment or an overpayment, the delinquent party shall promptly make a payment of underpayment or overpayment within ten (10) days to the other party.
(c) If a dispute arises with respect to the amounts due per this Section...
Participation Payments. As additional consideration for the commitment to make the Loan, Borrower shall pay to Junior Noteholder the following amounts:
Participation Payments. Each Credit Party has complied in all material respects with any its payment obligations for P&R Liabilities as and when due on a timely basis; provided, that the Credit Parties may make interpretations in their reasonable judgment as to the appropriate dates of accrual and payment for any such P&R Liabilities, so long as balance sheet reserves (or a P&R Reserve, which may be offset by cash in the Borrowing Base pursuant to clause (xvi) of the Borrowing Base) shall be taken for any amounts accrued and payable but not yet paid.”
(k) Section 5.1(g) of the Credit Agreement is hereby amended by adding the following language immediately after the reference to 6.24 in clause (v) therein: “and demonstrating the utilization of the Investment Baskets described in Section 6.4 hereof,”.
(l) Section 5.1(h) of the Credit Agreement is hereby amended by deleting Subsection 5(h)(ii) in its entirety, and by deleting the designation of “(i)” appearing at the beginning of the current Subsection 5(h)(i), such that what is presently Subsection 5(h)(i) shall become the entirety of Section 5.1(h).