Payment of Additional Payments Sample Clauses

Payment of Additional Payments. Subject to the provisions of Section 4.7 hereof, the County agrees to pay the following amounts as Additional Payments together with such other sums as are provided for herein: (i) The amounts provided for in Sections 4.2 and 4.4 hereof to the parties referred to therein; (ii) All reasonable costs and expenses (including reasonable attorneys’ fees, costs and expenses, if any) incurred or to be paid by the Corporation or the Trustee, as the case may be, under the terms of this Facilities Agreement or the Trust Agreement, including without limitation the amounts specified in Section 4.4 hereof; and (iii) All reasonable costs and expenses incurred or to be paid by the Corporation from time to time in connection with its operation and existence as a nonprofit corporation, including its legal fees, costs of maintaining directors and officers insurance and payment of any taxes due, including the costs of preparation and filing of tax returns. The Corporation may, but shall be under no obligation to, advance moneys (i) to pay taxes, assessments and other governmental charges with respect to the Real Property and the Project Facilities,

Payment of Additional Payments. Subject to the terms of this Section 2.04, the applicable Additional Payments shall be paid by Sungy to Seller: (i) in the case of the Monthly Earnout, if both (A) a Final Earnout Report has been issued stating that the Monthly Earnout Target has been achieved and (B) a Final Earnout Report has been issued stating that the Revenue Earnout Target has been achieved, then within five (5) Business Days of the issuance of the Final Earnout Report referenced in clause (B); and (ii) in the case of the Revenue Earnout, one-half within five (5) Business Days of the issuance of a Final Earnout Report stating that the Revenue Earnout Target has been achieved and one-half on the first Business Day after the first anniversary of the initial Revenue Earnout payment.

Payment of Additional Payments. (a) As soon as practicable following the completion of the Surviving Corporation's financial statement audit for calendar year 2003, but in any event by no later than March 31, 2004, Parent shall, and shall cause the Surviving Corporation to promptly deliver to the Payee Representatives and each of the Preferred Payees a balance sheet and related statements of operations, retained earnings and cash flows for calendar year 2003, prepared in accordance with GAAP and audited by Ernst & Young LLP. Such financial statements shall also be accompanied by a detailed schedule in the form of the attached Annex 3.06 (a) setting forth Company EBITDA and Company Consolidated Net Revenues (the "EBITDA Statement"), which shall have been audited by Ernst & Young LLP. Parent shall, and shall cause the Surviving Corporation to, deliver a copy of the EBITDA Statement to each of the Preferred Payees. (b) In the event neither of the Payee Representatives has disputed, within forty (40) days after receipt of the EBITDA Statement, the calculation of Company EBITDA or Company Consolidated Net Revenues, such calculation shall be final and binding on all Payees, the Surviving Corporation and the Parent, and the Surviving Corporation shall, and the Parent shall cause the Surviving Corporation to, pay the Additional Payments to the Payees, in the manner specified in Section 3.06(c), promptly after the earlier of the receipt by the Surviving Corporation of written statements from all of the Payee Representatives confirming that they do not dispute such calculations and the expiration of such 40-day period. In the event either of the Payee Representatives disputes the calculation of Company EBITDA or Company Consolidated Net Revenues, the Parent shall cause the Surviving Corporation to make available to the Payee Representatives, upon request, all books, records, financial statements, work papers, schedules and calculations related thereto. Any dispute regarding the calculation of Company EBITDA or Company Consolidated Net Revenues arising under this Section 3.06(b) is to be resolved in the following manner: (i) Either of the Payee Representatives shall, within thirty (30) days after receipt of the EBITDA Statement, notify the Surviving Corporation in writing of any such dispute, which notice shall specify in reasonable detail the nature of the dispute; (ii) During the 10-day period following the Surviving Corporation's receipt of such notice, the Payee Representatives, the Parent and ...

Payment of Additional Payments. The School District agrees to pay, subject to the provisions of Section 4.7 hereof, the following amounts as Additional Payments together with such other sums as are provided for herein: (i) The amounts provided for in Sections 4.2 and 4.4 hereof to the parties referred to therein; (ii) [Upon receipt of written notice from the Trustee pursuant to Section 5.5(e) of the 2013 Trust Agreement of a transfer from a subaccount of the Reserve Account established for a particular series of Bonds (as defined in the 2013 Trust Agreement) to the applicable subaccount of the Facilities Purchase Account, within the period of time specified in Section 5.5(e) of the 2013 Trust Agreement, or payment to the Bond Insurer on any Reserve Surety of an amount equal to the amount so transferred from the applicable subaccount of the Reserve Account to the applicable subaccount of the Facilities Purchase Account; (iii) Within the period of time specified in Section 5.5(e) and 5.7(i) of the 2013 Trust Agreement, the amount of moneys necessary to re-establish a subaccount of the Reserve Account established for a particular series of Bonds at the applicable Reserve Requirement as may be required pursuant to said Sections 5.5(e) and 5.7(i); and] (iv) All reasonable costs and expenses incurred or to be paid by the Corporation or the Trustee, as the case may be, under the terms of this Purchase and Use Agreement or the 2013 Trust Agreement, including without limitation the amounts specified in Section 4.4 hereof. The Corporation may, but shall be under no obligation to, advance moneys (i) to pay taxes, assessments and other governmental charges with respect to the 2013 Facilities, (ii) for the discharge of mechanic’s and other liens relating to the 2013 Facilities, (iii) to obtain and maintain insurance for the 2013 Facilities and pay premiums therefor, and (iv) generally, to make payments and incur expenses in the event that the School District fails to do so as required by this Purchase and Use Agreement or the Base Lease. As provided in Section 6.11 of the 2013 Trust Agreement, the Trustee may take any such action. Any such advances shall continue to be due as Additional Payments hereunder.

Payment of Additional Payments. For a period of three (3) years after the Closing Date, Purchaser or any successor in interest, whether by sale, merger, consolidation, operation at law or otherwise, to the TCC Products listed in this Section 2(a)(iv)(c) below, such successor in interest which shall be bound by the provisions of this Section 2(a)(iv)(c), shall deliver to Telegen within thirty (30) days after the end of each calendar quarter, net of any Setoff Amounts, the amount of Additional Payments accruing to Telegen during such calendar quarter. Payment shall be accompanied by a summary of the basis for determining the amount of such payment.

Payment of Additional Payments. Subject to Parent’s right to offset a portion of each Earn-Out Payment as set forth in Section 2.09, within five (5) Business Days after the earlier of (i) receipt by Parent of the Holder Representative’s written acceptance of the Additional Payment Certificate and (ii) resolution of any dispute with respect to the Additional Payment Certificate, each as provided in (e) below, Parent shall pay to the Stockholders in accordance with their Applicable Percentage, the Additional Payment set forth in such Additional Payment Certificate. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

Payment of Additional Payments. 4 1.3.8 Earnout Rate Adjustments to be Negotiated ......... 4 Section 1.4 Target Payments ......................................... 4 1.4.1 First Target Payment .............................. 4 1.4.2 Second Target Payment ............................. 4 1.4.3 Payment of Target Payments ........................ 4

Payment of Additional Payments. Buyer shall provide quarterly reports of Additional Payments due under this Agreement within sixty (60) days after the end of each calendar quarter during the Earnout Term. Each quarterly report shall list the End User, Third Party Licensor (if applicable) and amount of License Revenue, Qualifying Service Revenue and Bundled Revenue invoiced to each End User and Third Party Licensor during the calendar quarter reported. Each such quarterly report shall be accompanied by payment of any Additional Payments due with respect to the quarter reported, net of any offsets permitted by Section 1.3.4; provided that the final payment of Additional Payments payable with respect to the last quarter of the Earnout Term shall be due within 150 days after the end of the Earnout Term.

Payment of Additional Payments. In addition to the payments of principal and interest on the Local Bond, the Borrower agrees to pay on demand of the Authority the following Additional Payments: (1) The costs of the Fund or the Authority in connection with the enforcement of this Agreement, including the reasonable fees and expenses of any attorneys used by any of them; and (2) All expenses, including reasonable attorneys’ fees, relating to any amendments, waivers, consents or collection or enforcement proceedings pursuant to the provisions hereof. The Borrower agrees to pay interest on any Additional Payments enumerated in (1) or (2) above not received by the Authority within ten (10) days after demand therefor at a rate of five percent (5.0%) per annum of the overdue installment from its due date until the date it is paid.

Payment of Additional Payments. Any Additional Payment required to be paid to the Sellers pursuant to the terms of this Agreement or the Escrow Agreement shall be allocated among the Sellers in accordance with the Allocation Statement and shall be paid to or on behalf of such Persons, by wire transfer of immediately available funds, to the Paying Agent, for further distribution to each Seller in respect of all Eligible Equity, in accordance with the Allocation Statement, an updated version of which will be delivered by the Securityholder Representative to Purchaser and the Paying Agent in connection therewith; provided, that, that no Seller shall be entitled to receive Additional Payments until such Person shall have delivered a duly executed and completed Letter of Transmittal.