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 thirteen million US dollars (US $13,000,000) (including all Fixed Consideration Amount payments and prior Participation Payments received by Seller) on or before the six months 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.
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. 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.”
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. 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.
Participation Payments. People sitting on the committee with lived experience (who are not employed to represent an organisation) will be paid to participate according to the NSW Mental Health Commission Consumer and Carer Paid Participation policy in recognition of their valuable, specialised and expert contribution. District governance The HMHA 22 district level governance is responsible for: • Deciding district wide service delivery priorities • Facilitating joint service and workforce planning at a district level • Improving cross agency/participant coordination at a district level to improve service access and outcomes for shared clients • Resolving escalated local level issues as required. The district level governance provides support, legitimacy and the authority necessary for the local committee(s) to fulfil its responsibilities. DCJ and NSW Health District Structures DCJ and NSW Health have district structures. The geographical boundaries of their districts are broadly aligned to facilitate greater collaboration and service coordination for initiatives such as HMHA 22. These districts manage, plan and fund a range of services for populations within defined boundaries. They have strong relationships with the NGO sector through funding arrangements and other strategic partnerships, both formal and informal. Broadly, the HMHA 22 district governance will reflect the aligned NSW Health and DCJ districts with some variation due to local contexts. State level governance District level governance
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. (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.
Participation Payments. As additional consideration for the commitment to make the Loan, Borrower shall pay to Junior Noteholder the following amounts:
Participation Payments. As additional consideration for the Shares, at such times as provided in Section 2.5(d), Buyer (or, at the direction of Buyer, the Company or a designee of Buyer so long as Buyer remains an obligor thereof, but in no event shall any such payment by the Company decrease Adjusted EBITDA (or, for the avoidance of doubt, decrease net income used to determined Adjusted EBITDA)) shall pay to the Shareholders (in accordance with their respective Pro Rata Shares) with respect to each Calculation Period within the Participation Payment Period an amount, if any (each, a “Participation Payment”), equal to the product of (i) an amount equal to the Adjusted EBITDA for such Calculation Period; multiplied by (ii) the Participation Payment Multiple; multiplied by (iii) the Enterprise Value Percentage. If the Adjusted EBITDA for a particular Calculation Period is not positive, no Participation Payment shall be due for such Calculation Period. A sample calculation of Participation Payments is set forth on Appendix C. If Stuempfig is entitled under the Stuempfig Bonus Agreement to any payment of any portion of the Earn-Out Bonus (as defined in the Stuempfig Bonus Agreement) after Closing as a result of the actual payment of any Participation Payment, then such amount of such portion of the Earn-Out Bonus shall reduce the portion of such Participation Payment that is paid to the Shareholders under this Section 2.5 and shall instead be paid to Stuempfig by the Company as provided in the Stuempfig Bonus Agreement.
